Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related to the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) 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 or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other; (xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and (xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 3 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement, Master Repurchase Agreement (loanDepot, Inc.)
Security Interest. On each Purchase DateTo secure the prompt payment and performance to Lender of all of the Obligations, Seller Borrower hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, Lender a continuing security interest in the event Collateral. Borrower is not authorized to sell, assign, transfer or otherwise convey any such Transactions are Collateral without Lender’s prior written consent, except for (a) the sale of finished inventory in Borrower’s usual course of business and (b) other Permitted Transfers. B▇▇▇▇▇▇▇ agrees to sign any instruments and documents requested by L▇▇▇▇▇ to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower agrees to deliver to L▇▇▇▇▇ the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral upon L▇▇▇▇▇’s reasonable request. Borrower shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens. Regardless of the terms of any Credit Card Services Agreement, Borrower agrees that any amounts Borrower owes Lender thereunder shall be deemed to be loans, and, in any event, as security for Obligations hereunder and that it is the performance intent of Borrower and Lender to have all such Obligations secured by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in all presently existing and hereafter acquired or arising Collateral. Upon termination of this Agreement, all Obligations with respect to Credit Card Services shall be secured by unencumbered cash in such amounts (to be not less than one hundred five percent (105%) of the Seller’s rightamount of such Credit Card Services) and on terms reasonably acceptable to Lender, titleand, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyeffective as of such termination date, the “Repurchase Assets”):
balance in any deposit accounts held by Lender and the certificates of deposit issued by Lender in Borrower’s name (i) and any interest paid thereon or proceeds thereof, including any amounts payable upon the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (maturity or liquidation of such certificates), shall automatically secure such obligations to the extent of the then outstanding Credit Card Services; and Borrower authorizes Lender to hold such Facility Documents balances in pledge and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) decline to honor any Property relating to drafts thereon or any Purchased Mortgage Loan requests by Borrower or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including Person to pay or otherwise transfer any interest part of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to such balances for so long as the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Credit Card Services continue.
Appears in 3 contracts
Sources: Business Financing Agreement (MNTN, Inc.), Business Financing Agreement (MNTN, Inc.), Business Financing Agreement (MNTN Digital, Inc.)
Security Interest. On each Purchase Date(a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Seller Borrower hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Lender a fully first-priority perfected first priority security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all "proceeds" (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the Seller’s foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, titletitle and interest of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever.
(b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and interest intake all further action, tothat may be necessary or desirable, and under the followingor that Lender may reasonably request, in all instances whether now owned order to perfect and protect any security interest granted or hereafter acquiredpurported to be granted hereby (including, now existing without limitation, any security interest in and to any Permitted Investments) or hereafter created to enable Lender to exercise and wherever located (collectively, the “Repurchase Assets”):enforce its rights and remedies hereunder.
(ic) Upon the Purchased Mortgage Loans;
(ii) occurrence and during the Mortgage File continuance of an Event of Default, Lender may exercise any or all of its rights and Records related remedies as a secured party, pledgee and lienholder with respect to the Purchased Mortgage Loans;
Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (iiiA) all Servicing Rights related to repayment of the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertyDebt, including, but not limited to, any payments principal prepayments and the prepayment premium applicable to such full or proceeds under any related primary insurance or hazard insurance;
partial prepayment (ixas applicable); (B) reimbursement of Lender for all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightslosses, deposit accounts (including any interest of Seller in escrow accounts)fees, payments, rights to payment (including payments of interest or finance charges), costs and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other deposit accounts) purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any interest Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under this Agreement or under any of the foregoing; and
(xvii) other Loan Documents shall not in any other property, rights, title way prejudice or interests as are specified on affect Lender's right to initiate and complete a Mortgage Loan Schedule and/or Transaction Request and/or in foreclosure under the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Mortgage.
Appears in 3 contracts
Sources: Loan Agreement (Manufactured Home Communities Inc), Loan Agreement (Manufactured Home Communities Inc), Loan Agreement (Manufactured Home Communities Inc)
Security Interest. On As security for the line of credit, Avangard shall be listed and properly registered with the proper state authority, as the first and primary lienholder on each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under vehicle for which Avangard shall extend the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromline of credit. 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 eventAdditionally, as security for the performance payment of all indebtedness evidenced by Seller this Agreement and any and all other indebtedness of its Obligationsthe Dealer to Avangard in any capacity, Seller now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent, Dealer hereby pledges to Buyer and hereby grants, assigns grants and pledges to Buyer a fully perfected first priority security interest in Avangard all of the SellerDealer’s rightassets currently owned or hereafter acquired, titleincluding but not limited to: inventory, including all goods, motor vehicles, merchandise, supplies and interest inother tangible personal property, to, and under the following, in all instances whether now owned or hereafter acquired, all documents now existing and at any times covering or hereafter created and wherever located (collectivelyrepresenting any of said property or assets, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Sellerof Dealer’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertyaccounts, includingaccounts receivables, but not limited tocontract receivables, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts)notes, paymentsdrafts, rights to payment (including payments of interest or finance charges)acceptances, instruments, chattel paper and general intangibles, and general intangibles to the extent that all guarantees and suretyship agreements relating thereto and all security for payment thereof, now and hereafter existing or arising, as well as any profits now or hereafter acquired from or through any of the foregoing relates (hereinafter collectively referred to as “Collateral”). Collateral is defined herein to include without limitation all tangible and intangible property of every description (including all additions, substitutions, and proceeds) to secure the obligations, or which is now or hereafter in possession or custody of or in transit to Avangard for any Purchased Mortgage Loan,
(xiv) purpose, and will also include any other assets relating to lien on property acquired at any time by the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) entry of judgment hereunder or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement revival of or similar purchase and sale agreement) between Seller or its Affiliates execution on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) said judgment. All Collateral is security for any and all replacements or substitutions for, proceeds (including obligations and the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer undersigned grants 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 Collateral to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Avangard.
Appears in 3 contracts
Sources: Floor Plan Agreement, Floor Plan Agreement (Avangard Capital Group, Inc), Floor Plan Agreement (Avangard Capital Group, Inc)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights 's right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Take-out Commitments, Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (ix) all Income relating to any Purchased Mortgage Loan;
(x) if any), Income, the Inbound Collection Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts)) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , the servicing of the Purchased Mortgage Loans, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 createdcreated (collectively, the "Repurchase Assets"). The foregoing provision is intended Seller agrees to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and without the Servicing Rights signature of the Seller, as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 3 contracts
Sources: Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Standard Pacific Corp /De/)
Security Interest. On each Purchase Date, Seller hereby sells, assigns To secure the payment and conveys performance of all rights, titleof the Obligations when due, and interests in, to, and the performance of each of the Borrower's duties under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights this Agreement and all Income therefrom. Although the parties intend that 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Silicon a fully perfected first priority continuing security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any Borrower's interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 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 or at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the 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. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which the Borrower is the 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. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to entered into in the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8future.
Appears in 3 contracts
Sources: Loan and Security Agreement (Chyron Corp), Loan and Security Agreement (Picis Inc), Loan and Security Agreement (Picis Inc)
Security Interest. On To secure payment and performance of its Liabilities, each Purchase DateBorrower hereby grants to Agent, Seller for the benefit of Agent, the Lenders and the Issuing Bank, a right of setoff against and a continuing security interest (and Rail and Deco hereby sellsconfirm, assigns acknowledge, continue and conveys ratify in all rightsrespects the right of setoff and security interest granted under the Original Agreement and Security Agreement, titlerespectively, and all other Financing Agreements executed in connection therewith) in and to all of the property, and interests inin property, toof such Borrower, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule whether real or as to which Buyer otherwise pays the Purchase Price as provided hereinpersonal, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredacquired by such Borrower and wheresoever located, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
including without limitation: (i) the Purchased Mortgage Loans;
Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
Inventory; (iii) all Servicing Rights related to the Purchased Mortgage Loans;
Equipment; (iv) the Facility Documents such Borrower's deposit accounts (to the extent general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
Borrower maintains deposits; (v) such Borrower's monies, and any Property relating to and all other property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of Agent or any Purchased Mortgage Loan Lender or the related Mortgaged Property;
any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds of or 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xviivii) insurance proceeds relating to any other key man life insurance policy covering the life of any director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and records relating to any of the foregoing; and (x) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing; provided, however, that the foregoing property, rightsand interest in property, title or interests shall not include the Excluded Property so long as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that it has no rights to service immediately and automatically (without the Purchased Mortgage Loans. Without limiting need for any further action) upon the generality repayment of all of the foregoing indebtedness and in the event that Seller obligations for which any Excluded Property is deemed to retain any residual Servicing Rightscollateral, and for the avoidance release by the holder of doubtsuch indebtedness of all of its liens on and security interests in such Excluded Property, Seller grantssuch Excluded Property shall be Collateral securing the Liabilities, assigns and pledges the Borrowers shall take, or cause to Buyer a be taken, all such actions as Agent may request to assure Agent of its first priority perfected security interest and Lien 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Excluded Property.
Appears in 2 contracts
Sources: Loan and Security Agreement (Abc Rail Products Corp), Loan and Security Agreement (Abc Rail Products Corp)
Security Interest. On Borrower and each Purchase DateGuarantor hereunder (each a “Secured Guarantor” provided, Seller however, that each reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby sellsgrants to Lender, assigns and conveys all rightsthe secured party hereunder, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in and to any and all Collateral as defined and described below to secure the prompt and complete payment and performance of the Seller’s rightall debts, titleliabilities and obligations of Borrower to Lender hereunder, and interest inalso any and all other debts, toliabilities and obligations of Borrower to Lender of every kind and description, and under the followingdirect or indirect, in all instances whether now owned absolute or hereafter acquiredcontingent, primary or secondary, due or to become due, now existing or hereafter created and wherever located (collectivelyarising, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, any all interest, other deposit accounts) fees and expenses under or any interest related to the Loan (all of the preceding being the “Obligations”). The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s, assets and personal property, whether now owned by or owing to, or hereafter acquired by or arising in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includingfavor of B▇▇▇▇▇▇▇ and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
: (xvia) any and all replacements amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (i) letter of credit rights, (j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral. The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions forfor and replacements, proceeds (including stock rights), insurance proceeds and products of the related securitization proceedsforegoing subsections (a) ofthrough (r), together with all books and records, customers lists, credit files, computer files, programs, printouts, and distributions on other computer materials and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or with respect relating to any of the foregoing; and
(xvii) . Lender disclaims any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 household goods in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision which Lender is intended to constitute forbidden by applicable law from taking a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8interest.
Appears in 2 contracts
Sources: Business Term Loan Agreement (Exyn Technologies, Inc.), Business Term Loan Agreement (Exyn Technologies, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rightsright, title, title and interests in, to, and under interest in the Purchased Mortgage Loans identified listed on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays the Purchase Price as provided hereinextent of its rights therein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although 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, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”)::
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) , all Servicing Rights related to the Purchased Mortgage Loans;
(iv) , all Agency 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 Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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, hazard insurance or hazard insurance;
and FHA Mortgage Insurance Contracts (ixif any) all and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge , Interest Rate Protection Agreements relating related to any such Purchased Mortgage Loan;
(xiii) Loans, the Reserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Loans and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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. created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”).
(ii) The foregoing provision paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Security Interest. On each Purchase Date(a) You grant us a first and only lien on and security interest in the Collateral. The Collateral secures the full and timely payment and performance of all of your now existing or hereafter arising indebtedness, Seller hereby sellsliabilities and obligations to us, assigns whether under this Master Agreement, the Schedules, the Notes and conveys any other agreement, loan or lease that you may at any time or times have with us or otherwise (collectively, the "Obligations"). You also grant us a security interest in any additional collateral identified in any Schedule. Any additional collateral is considered to be "Collateral" and it secures all rightsof the Obligations.
(b) If we request, titleyou will put labels supplied by us stating "PROPERTY SUBJECT TO A SECURITY INTEREST HELD BY FINOVA CAPITAL CORPORATION" on the Collateral where they are clearly visible.
(c) You give us permission to add to this Master Agreement or any Schedule the serial numbers and other information about the Collateral.
(d) You give us permission to file this Master Agreement or Uniform Commercial Code financing statements, at your expense, in order to perfect our security interest in the Collateral. You also give us permission to sign your name on the Uniform Commercial Code financing statements where this is permitted by law.
(e) You will pay our fees and costs for documentation, closing, administration and termination of this Master Agreement, the Notes and Schedules. These fees include such items as reasonable attorneys fees and expenses incurred in preparing this Master Agreement and all agreements, instruments and documents executed in connection herewith, and interests inall amendments, to, supplements and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File waivers hereto and Servicing Rights and all Income therefrom. 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 eventthereto, as security well as due diligence searches and fees for the performance by Seller of its Obligationspreparing and filing UCC terminations and releases. You will also pay any filing, Seller hereby pledges to Buyer and hereby grantsrecording or stamp fees or taxes resulting from filing this Master Agreement or Uniform Commercial Code financing statements.
(f) At your expense, assigns and pledges to Buyer a fully perfected you will defend our first priority security interest in all of the Seller’s right, titleCollateral against, and interest inkeep the Collateral free of, toany legal process, liens, other security interests, attachments, levies and executions. You will give us immediate written notice of any legal process, liens, attachments, levies or executions, and under you will indemnify us against any loss that results to us from these causes.
(g) You will notify us at least 15 days before you change the following, in all instances whether now owned address of your principal executive office or hereafter acquired, now existing or hereafter created principal place of business. Your principal executive office and wherever located principal place of business are set forth at the beginning of this Master Agreement.
(collectively, the “Repurchase Assets”):h) You will notify us at least 15 days before you change your state of incorporation.
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File You will promptly sign and Records related return additional documents that we may reasonably request in order to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a protect our first priority security interest in the Servicing Rights Collateral.
(j) Except as set forth in a Schedule, the Collateral is personal property and proceeds related thereto will remain personal property. Except as set forth in a Schedule, you will not incorporate it into real estate and in all instances, whether now owned will not do anything that will cause the Collateral to become part of real estate 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8fixture.
Appears in 2 contracts
Sources: Master Loan and Security Agreement (Cytogen Corp), Master Loan and Security Agreement (Illumina Inc)
Security Interest. On each Purchase DateBorrower, Seller for valuable consideration, receipt whereof is hereby sellsacknowledged, assigns hereby grants to Bank a continuing security interest in and conveys all rights, title, and interests in, to, and under assigns to Bank, the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all following property of the Seller’s rightBorrower, title, wherever located and interest in, to, and under the following, in all instances whether now owned or hereafter acquired:
(a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business;
(b) All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a writing), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to Borrower from any Person, whether now existing or hereafter created arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and wherever located securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (collectively, all hereinafter called the “Repurchase AssetsReceivables”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(vc) any Property relating to any Purchased Mortgage Loan All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the related Mortgaged Property;Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter, collectively, called the “Equipment”); and
(vid) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) All proceeds and products 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to in any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (form, including, without limitation, any all proceeds of credit, fire or other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (insurance, and also including, without limitation, rents and profits resulting from the temporary use of any facility documented of the foregoing (which, with Inventory, Receivables and Equipment are all hereinafter called “Collateral”).
(e) Notwithstanding anything contained herein to the contrary, Bank shall not perfect its security interest in the Collateral except as provided herein. Upon the execution of this Agreement, however, the Bank shall hold a Uniform Commercial Code Financing Statement for each Borrower naming such Borrower as a repurchase agreement or similar purchase debtor and sale agreementthe Bank as a secured party (together, the "Financing Statements") between Seller or its Affiliates on and a Patent Security Agreement in escrow. Upon the one hand and Buyer or Buyer’s Affiliates on occurrence of an Event of Default(s) hereunder based upon the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect Borrower's failure to adhere to any of the foregoing; and
financial covenants contained and calculated in accordance with Section 13 hereof in any two (xvii2) any other propertyconsecutive quarters (a “Security Trigger Event”), rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or the Bank may file the Financing Statements in such jurisdictions deemed necessary by the Bank to perfect the Bank's security interest and the Bank may file the Patent Security Agreement with the United States Patent and Trademark Office ("USPTO") in the EverBank Warehouse Electronic SystemCollateral without any additional consent or authorization from the Borrower. Seller acknowledges that it has no rights For purposes of clarification the Bank's right to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a perfect its security interest in the Servicing Rights and proceeds related thereto and Collateral is not predicated upon the occurrence of an Event of Default in all instances, whether now owned or hereafter acquired, now existing or hereafter createdthe same financial covenant for two (2) consecutive quarters. The foregoing provision is intended to constitute Bank's filing of the Financing Statements and the Patent Security Agreement shall in no event be deemed a security agreement waiver of any rights or other arrangement remedies that the Bank has or other credit enhancement may have against the Borrower at such time resulting from the occurrence of such Event(s) of Default and the Bank hereby reserves and preserves all of its rights and remedies against the Borrower under this Agreement, any related documents executed in connection with this Agreement and under applicable law. In the event that the Bank has filed Financing Statements, the Bank shall promptly file termination statements with respect to the filed Financing Statements and a release of the Patent Security Agreement upon the Borrower's achieving a Debt Service Coverage Ratio in excess of 2.0:1.0 and Transactions hereunder a ratio of Total Debt divided by Tangible Net Worth on a consolidated basis is less than 1.0:1.0 as defined under Sections 101(47)(v) evidenced by the financial statements furnished to the Bank in accordance with Section 11 hereof and 741(7)(xprovided no Event of Default has occurred and is continuing at that time. For purposes of this covenant, Debt Service Coverage Ratio means Adjusted EBITDA measured at quarter end based on the previous 12 months financial performance divided by Fixed Charges measured at the same quarter end. The Bank, however, may refile such Financing Statements and refile the Patent Security Agreement upon the occurrence of an Event(s) of Default based solely upon the Bankruptcy Codefinancial covenants contained in Section 13 herein for two (2) consecutive fiscal quarters thereafter without any additional consent or authorization from the Borrower. Seller hereby authorizes Buyer to file Thereafter, the Bank will refile such financing statement or statements relating Financing Statements and/or Termination Statements all in accordance with this Section 5(e).
(f) Notwithstanding anything contained herein to the Repurchase Assets contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of Lien for each leased location of the Servicing Rights as Buyer, at its option, may deem appropriate, without Borrower and a Warehousemen's Letter for each location of the signature Borrower that any Inventory is stored upon the occurrence of Seller thereon. Seller shall pay an Event of Default hereunder based solely upon the filing costs breach of a financial covenant contained in Section 13 herein for any financing statement fiscal quarter of the Borrower. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of the earlier to occur of the Borrower's knowledge of such Event of Default or statements prepared pursuant the Borrower's receipt of written notice by the Bank of such Event of Default. The Borrower's failure to use all reasonable efforts to comply with this Section 85(f) shall constitute an Event of Default hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Starrett L S Co), Loan and Security Agreement (Starrett L S Co)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and This Agreement constitutes a security agreement under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Utah Commercial Code. To secure payment of Merchant’s obligations under this Agreement, Merchant grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired: (a) Transactions, Transaction Records, Credit Vouchers and wherever located other items submitted to Provider for processing by or for Merchant; (collectively, the “Repurchase Assets”):
(ib) the Purchased Mortgage Loans;
(ii) the Mortgage File accounts receivable and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s payment rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) arising from this Agreement, including 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts amounts due Merchant (including any interest rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the Account and the Reserve Account, in the name of Seller in escrow accountsor for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account and the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason), paymentsProvider may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. In addition to the collateral pledged above, Provider may require Merchant to furnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to payment (including payments of Bank. Merchant will execute any documents and take any actions required to comply with and perfect any security interest under this paragraph, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or finance charges), and general intangibles to the extent that lien in any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofpledged above, and distributions on Merchant will obtain Bank’s written consent before it grants a lien or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and proceeds related thereto all indebtedness arising from Transactions will be for bona fide sales of goods and in all instances, whether now owned services (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 the Agreement and Transactions hereunder as defined under Sections 101(47)(vboth) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. Notwithstanding the signature of Seller thereon. Seller shall pay the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Section 8third party without Provider’s prior written consent.
Appears in 2 contracts
Sources: Merchant Agreement, Merchant Agreement
Security Interest. On each Purchase DateThe Parties hereto intend that, Seller hereby sellspursuant to the Trust Agreement, assigns and conveys all rights, titleprior to depositing any assets in the Trust Account, and interests infrom time to time thereafter as required, tothe Reinsurer shall execute or cause the execution of assignments or endorsements in blank, or transfer legal title of all shares, obligations and under other assets requiring assignments or endorsements to the Purchased Mortgage Loans identified on Trustee as needed, so that the related Mortgage Loan Schedule Ceding Company, or as the Trustee upon direction to which Buyer otherwise pays the Purchase Price as provided hereinTrustee by the Ceding Company, including may, whenever necessary pursuant to the related Mortgage File terms of the Trust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and Servicing Rights and all Income therefrom. Although in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties intend that all Transactions hereunder be sales and purchases and expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (i) not loansto have the authority to negotiate, deliver, transfer, assign or sell any assets credited to the Trust Account, in its capacity as Trustee, without the event consent or signature from the Reinsurer, or any such Transactions are deemed other Person, or (ii) the transfer of assets by the Reinsurer to the Trust Account shall for any reason be determined by a Governmental Authority of competent jurisdiction to be loansinvalid or ineffective, and, in any event, the Reinsurer hereby grants to the Ceding Company as security for all obligations (whether absolute or contingent, matured or unmatured) of the performance Reinsurer to the Ceding Company arising under or in connection with the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of the Transaction Agreements and security interest created hereunder, in each case, to the extent such obligations are required to be reimbursed to the Ceding Company by Seller of its Obligationsthe Reinsurer under such Transaction Agreements, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority perfected security interest in all of the SellerReinsurer’s rightrights, title, titles and interest interests in, to, to and under all of the followingfollowing property, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired or arising and wherever wheresoever located (collectively, the “Repurchase AssetsCollateral”):
): (ia) the Purchased Mortgage Loans;
(ii) Trust Account and the Mortgage File and Records related assets credited to the Purchased Mortgage Loans;
(iii) Trust Account, including without limitation, investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents participation interests in mortgage notes, funds, general intangibles, accounts, receivables, chattel paper, letter-of-credit rights, documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
other assets (x) held in or credited to the Inbound Account;
Trust Account or (xiy) otherwise conveyed to the Haircut Account;
Trustee by the Reinsurer; (xiib) any Hedge Agreements all cash and other financial assets credited to the Trust Account and all security entitlements (within the meaning of Section 8-102(a) of the UCC) related to or arising therefrom; (c) all supporting obligations relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges)to, and general intangibles to the extent that all security interests, mortgages or other liens securing, any of the foregoing relates to any Purchased Mortgage Loan,
and (xivd) any other assets relating to all proceeds of all of the Purchased Mortgage Loans (includingforegoing, without limitationand agrees that this Agreement shall constitute a security agreement made by the Reinsurer in favor of the Ceding Company under applicable Law. Any amounts withdrawn from the Trust Account in accordance with the Trust Agreement shall be automatically released from, and withdrawn free and clear of, any other deposit accounts) or any security interest in created herein. The Reinsurer hereby authorizes the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) Ceding Company to file any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or UCC-1 Financing Statements with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsCollateral, and for any and all amendments, assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the avoidance of doubt, Seller grants, assigns and pledges Ceding Company in order to Buyer a perfect such security interest in the Servicing Rights Collateral. All terms used in this Section 5.9 and proceeds related thereto and defined in all instances, whether now owned or hereafter acquired, now existing or hereafter createdthe UCC shall have the meanings given to such terms in the UCC. The foregoing provision Nothing in this Section 5.9 is intended to constitute a security agreement affect the validity of, or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) transfer of assets into, the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Trust Account.
Appears in 2 contracts
Sources: Coinsurance and Modified Coinsurance Agreement (Equitable Holdings, Inc.), Coinsurance and Modified Coinsurance Agreement (Equitable Financial Life Insurance Co)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as (a) As security for the performance by Seller the Borrower of its all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, Seller the Borrower hereby pledges grants to Buyer and hereby grantsthe Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in all of the SellerBorrower’s right, title, title and interest in, to, to and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 , and wherever located (collectively, the “Collateral”):
(i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans;
(ii) the Related Security with respect to the Pledged Timeshare Loans;
(iii) the Account Collateral;
(iv) all Hedge Collateral;
(v) the HGV Borrower Purchase Agreement and all remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement;
(vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing provision is intended to constitute a security agreement and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other arrangement liquid property, 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, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing;
(vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other credit enhancement related property and interests in property of the Borrower, whether tangible or intangible; and
(viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the Agreement and Transactions hereunder as defined under Sections 101(47)(vBarbados Resort.
(b) and 741(7)(x) of the Bankruptcy Code. Seller The Borrower hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any of financing statement statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or statements prepared pursuant assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 82.
Appears in 2 contracts
Sources: Receivables Loan Agreement, Sale and Contribution Agreement, Master Transfer Agreement, Custody Agreement (Hilton Grand Vacations Inc.), Receivables Loan Agreement (Hilton Grand Vacations Inc.)
Security Interest. 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 rightsclear of any liens, titleclaims, 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 and not a loan. In the event, however, that it were determined by a court of competent jurisdiction that the transactions evidenced by this Agreement shall constitute a loan and not a purchase and sale, the parties hereto intend that this Agreement would constitute a security agreement under applicable law and that Lender shall be deemed to have granted, and interests inhereby does grant (subject to the condition above), to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Participant a fully perfected first priority perfected security interest in all of the Seller’s Lender's right, title, title and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 instancesinterest, 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. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement following collateral to secure the rights of Participant hereunder and Transactions the obligations of Lender hereunder as defined under Sections 101(47)(v(collectively, the "Pledged Collateral"):
(a) all participation interests in FFELP Loans;
(b) all revenues and 741(7)(xrecoveries 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;
(c) any other revenues and recoveries of principal and interest, other payments and reimbursements of principal and accrued interest received with respect to 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 Bankruptcy Code. Seller hereby authorizes Buyer Pledged Collateral;
(d) all other security interests or liens and property subject thereto from time to file time, if any, purporting to secure payment of such financing statement or statements relating participation interests in FFELP Loans, whether pursuant to the Repurchase Assets contract related to such participation interests in FFELP Loans or otherwise;
(e) 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 Servicing Rights as Buyerpledged collateral; and
(f) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, general intangibles, 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 proceeds of any of the foregoing property). Lender agrees that from time to time, at its optionexpense, may deem appropriateit will properly execute and deliver all further instruments and documents (including, without limitation, UCC-1 financing statements and custodian agreements with the signature Servicer), and take all further action that Participant or Facility Agent may reasonably request in order to perfect, protect or more fully evidence Participant's or Facility Agent's interest in the Pledged Collateral or to enable Participant to exercise or enforce any of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8its rights hereunder.
Appears in 2 contracts
Sources: Warehouse Loan and Security Agreement (Nelnet Inc), Warehouse Loan and Security Agreement (Nelnet Inc)
Security Interest. On each Purchase DateAs security for the full and prompt payment and performance of the Secured Obligations (as hereinafter defined), Seller Debtor hereby grants, bargains, sells, conveys, assigns and conveys all rights, titlesets over to Secured Party, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as Secured Party a security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, tothe following property and rights of Debtor:
A. (Inventory and Documents) all inventory of Debtor, and under the following, in all instances whether now owned or hereafter acquiredacquired by Debtor and wherever located, including, without limitation, all goods, merchandise, raw materials, work in process, finished goods, and other tangible personal property held for sale or lease or furnished under contracts of service or used or consumed in Debtor's business and all returned, reclaimed and repossessed goods (collectively, the "Inventory"), together with all documents now or hereafter representing any such Inventory (collectively, the "Documents"), and all proceeds and products of the foregoing.
B. (Accounts) all accounts, contract rights, instruments and chattel paper whether arising from the sale of Inventory or the rendering of services by Debtor or otherwise and whether now owned or hereafter acquired by Debtor and whether now existing or hereafter created arising and wherever located all returned, reclaimed and repossessed goods (collectively, the “Repurchase Assets”):"Accounts"), together with all books and records relating to such Accounts, and all proceeds of the foregoing.
C. (i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iiiIntangibles) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (Debtor, whether now owned or hereafter acquired by Debtor, including, without limitation, any goodwill, choses in action, causes of action, literary rights, rights to performance, confidential information, purchase orders, trade secrets, trademarks, service marks, patents, copyrights, inventions and other deposit accounts) or any interest in proprietary information (collectively, the Purchased Mortgage Loans;
(xv) "Intangibles"), together with all collateral under any other secured debt facility (includingbooks and records relating to such Intangibles, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and.
D. (xviiEquipment) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality all equipment of the foregoing and in the event that 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 instancesDebtor, whether now owned or hereafter acquiredacquired by Debtor and wherever located, including, without limitation, all machinery, computer equipment and peripherals, furniture, furnishings, and motor vehicles, and all replacements thereof and substitutes therefor, and all accessories, additions, attachments and other goods now existing or hereafter createdinstalled in or affixed thereto or used in connection therewith (collectively, the "Equipment"), together with all warranties and service contracts relating to such Equipment, and all proceeds of the foregoing. The foregoing provision is intended term "Equipment," as used in this Agreement, also includes fixtures, including leasehold improvements and machinery and appliances which are attached to constitute real property in such a security agreement or other arrangement or other credit enhancement related manner as to become fixtures (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) "Fixtures"). (All of the Bankruptcy Code. Seller hereby authorizes Buyer property and rights described in paragraphs A, B, C and D above, as applicable, are sometimes hereinafter collectively referred to file such financing statement or statements relating to as the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8"Collateral.")
Appears in 2 contracts
Sources: General Security Agreement (Professional Transporation Group LTD), General Security Agreement (Professional Transportation Group LTD Inc)
Security Interest. On each Purchase DateTo secure payment of Merchant's obligations under this Agreement, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Merchant grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Bank a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired: (a) Transactions, Sales Drafts, Credit Vouchers and wherever located other items submitted to Bank for processing by or for Merchant; (collectively, the “Repurchase Assets”):
(ib) the Purchased Mortgage Loans;
(ii) the Mortgage File accounts receivable and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s payment rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to or arising from this Agreement, including all amounts due Merchant (including any Purchased Mortgage Loan rights to receive credits or the related Mortgaged Property;
payments hereunder); (vic) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including without limitation all deposit accounts) maintained with the Bank or any interest institution other than Bank, including the Reserve Account, in the name of Seller in escrow accountsor for the benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (d) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (whether because this Agreement has been terminated or for any other reason), paymentsBank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. In addition to the collateral pledged above, Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to payment (including payments of Bank. ▇▇▇▇▇▇▇▇ will execute any documents and take any actions required to comply with and perfect any security interest under this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Merchant represents and warrants that no other party has a security interest or finance charges), and general intangibles to the extent that lien in any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofpledged above, and distributions on ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 that pledged collateral to constitute a security agreement or any other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8person.
Appears in 2 contracts
Sources: Merchant Services Agreement, Merchant Services Agreement
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all (a) Each of the Seller’s rightfollowing items or types of property, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located located, is hereinafter referred to as (collectively, the “Repurchase Purchased Items”): all Mortgage Assets”):
, all rights under each Purchase Agreement (i) but not the Purchased obligations thereunder), all Mortgage Loans;
(ii) Asset Files, including without limitation all promissory notes included therein, all Servicing Records relating to the Mortgage File and Records related Assets, all Servicing Agreements relating to the Purchased Mortgage Loans;
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 (iiiissued 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 Rights related servicing fees to which the Seller is entitled and servicing and other rights relating to the Purchased Mortgage Loans;
(iv) 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 Facility Documents (foregoing to the extent such Facility Documents and Seller’s rights thereunder they relate to the Purchased Mortgage Loans);
(v) any Property relating Assets including the right to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies receive principal and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any interest payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating with respect to the Purchased Mortgage Loans 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 securities accounts to which any Purchased Assets consisting of “securities” or “security entitlements” (includingas defined in the UCC) have been credited, without limitationall Interest Rate Protection Agreements, any other if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts) or any interest ”, “instruments” and “investment property” as defined in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement UCC relating to or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) constituting any and all replacements or substitutions for, proceeds (including of the related securitization proceeds) offoregoing, and any and all replacements, substitutions, distributions on or with respect to proceeds of any and all of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Gramercy Capital Corp), Master Repurchase Agreement (Gramercy Capital Corp)
Security Interest. On each Purchase Date, Seller (a) Borrower hereby sellspledges, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Bank a fully perfected continuing first priority security interest in all of the SellerBorrower’s right, titletitle and interest in and to all of the Collateral to secure the prompt and complete payment and performance when due of all of the Obligations.
(b) Notwithstanding anything to the contrary contained herein, (i) Borrower and each other obligated party shall remain liable under the 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 as if this Agreement had not been executed, and interest in(ii) Bank shall not have any obligation or liability under any of the Servicing Agreements, tocontracts and other agreements included in the Collateral by reason of this Agreement, nor shall Bank be obligated to perform any of the obligations or duties of Borrower or any other obligated party 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 at 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 purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the followingUCC. 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) Servicing Rights under Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae will have a market value of zero for purposes of determining the Borrowing Base until the date on which an Acknowledgment Agreement covering such Servicing Rights has been executed and delivered by Borrower, Bank and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable.
(e) At any time following the occurrence and during the continuation of a Default or in connection with the implementation of any servicing advance receivable sublimit that Bank may approve, Borrower shall establish and maintain with Bank: (i) a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ ▇▇▇ Servicing Rights Account”, which account shall be established for the purpose of holding cash proceeds of ▇▇▇▇▇▇ Mae Servicing Rights for the benefit of Bank; (ii) if any third parties other than Agencies become Approved Investors, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank—Non Agency Account,” which account shall be established by Bank for the purpose of holding cash proceeds of Servicing Rights and Servicing Receivables other than Agency Servicing Rights for the benefit of Bank; (iii) if ▇▇▇▇▇▇ ▇▇▇ becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ Mae Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇ ▇▇▇ Servicing Rights for the benefit of Bank; and (iv) if ▇▇▇▇▇▇▇ Mac becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇▇ Mac Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇▇ Mac Servicing Rights for the benefit of Bank (each such account, a “Pledged Deposit Account”. Each Pledged Deposit Account shall be in the form of a time deposit or demand account. Following the establishment of any Pledged Deposit Account, Pledged Servicing Receivables and Pledged Servicing Rights funds received and retained by Borrower pursuant to the applicable Servicing Agreement shall promptly, and in any event within two (2) Business Days after receipt, be deposited in the appropriate Pledged Deposit Account. Funds deposited in the Pledged Deposit Accounts (including any interest paid on such funds) may be distributed only with the consent of Bank. Prior to Borrower making any withdrawal from the custodial account or any other clearing account maintained under the related Servicing Agreement, Borrower, as applicable shall instruct any subservicer(s) and the related depository institution(s) to remit all instances collections, payments and proceeds in respect of any Pledged Servicing Receivables or Pledged Servicing Rights into the appropriate Pledged Deposit Account. Borrower shall not withdraw or direct the withdrawal or remittance of any amounts on account of any Pledged Servicing Receivables or Pledged Servicing Rights income related to any Servicing Agreement from any custodial account into which such amounts have been deposited other than to remit to the appropriate Pledged Deposit Account.
(f) Notwithstanding anything to the contrary herein or any of the other Loan Documents, the pledge of Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall only secure Borrower’s debt to Bank incurred for the purposes of (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇ Mae supplements or amends the corresponding requirement, whether now owned in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The Security Interest described in this financing statement is subject and subordinate to all rights, powers, and prerogatives of ▇▇▇▇▇▇ ▇▇▇ under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (the “Debtor”) and EverBank and (ii) the Mortgage Selling and Servicing Contract, the ▇▇▇▇▇▇ ▇▇▇ Selling Guide, the ▇▇▇▇▇▇ Mae Servicing Guide and any supplemental servicing instructions or directives provided by ▇▇▇▇▇▇ ▇▇▇, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between ▇▇▇▇▇▇ Mae and the Debtor, and all as amended, modified, restated or supplemented heretofore and hereafter acquired, now existing or hereafter created and wherever located from time to time (collectively, the “Repurchase Assets▇▇▇▇▇▇ ▇▇▇ Lender Contract”):), which rights, powers, and prerogatives include, without limitation, the right of ▇▇▇▇▇▇ ▇▇▇ to terminate the ▇▇▇▇▇▇ Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided.
(g) Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, to the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇▇ Mac shall at any time be included within the security interest created hereby, such security interest shall only secure Borrower’s indebtedness and obligations to Bank incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to acquire rights in such ▇▇▇▇▇▇▇ Mac Servicing Agreement in accordance with the provisions of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Borrower, (d) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) any other purpose which ▇▇▇▇▇▇▇ Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among Borrower, Bank and ▇▇▇▇▇▇▇ Mac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇▇ Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The security interest referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“▇▇▇▇▇▇▇ Mac”), the Federal National Mortgage Association (“▇▇▇▇▇▇ Mae”), the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”) or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools of mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, powers and prerogatives of the Investors may include, without limitation, one or more of the following: the right of an Investor to disqualify the debtor from participating in a mortgage selling or servicing program or a securities guaranty program with the Investor; the right to terminate contract rights of the debtor relating to such a mortgage selling or servicing program or securities guaranty program; and the right to transfer and sell all or any portion of such contract rights following the termination of those rights.
(h) To the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall at any time be included within the security interest created hereby, Bank acknowledges and agrees that (x) Borrower is entitled to servicing income with respect to a given mortgage pool only so long as Borrower is an issuer in good standing pursuant to ▇▇▇▇▇▇ Mae rules, regulations, guides and similar announcements; (y) upon Borrower’s loss of such good-standing issuer status, Bank’s rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of Borrower’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by ▇▇▇▇▇▇ ▇▇▇, provided that this sentence shall automatically be deemed amended or modified if and to the extent ▇▇▇▇▇▇ Mae amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, if any, or published announcements and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The property subject to the security interest reflected in this instrument includes all of the right, title and interest of ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, Debtor and EverBank; (iii) applicable Guaranty Agreements and contractual agreements between ▇▇▇▇▇▇ ▇▇▇ and the Debtor; and (iv) the ▇▇▇▇▇▇ Mae Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides; and Such rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇ include, but are not limited to, ▇▇▇▇▇▇ Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well.
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) The value of all Servicing Rights related and/or Pledged Servicing Rights, as applicable, to Bank shall be periodically determined as required by Bank, and the Borrowing Base shall be adjusted to reflect each such determination and updating of the value of such Collateral; provided that, notwithstanding any other provision hereof to the Purchased Mortgage Loans;contrary, Bank shall have the right, exercisable from time to time (daily or less often) in its sole discretion on any day after the occurrence and during the continuance of any Default or Event of Default to ▇▇▇▇ the Servicing Rights to market, whereupon, for purposes of determining the value of the Collateral for that day (and for each day thereafter until it shall thereafter be evaluated or re-evaluated by such an approved appraiser or broker or again marked to market by Bank) such Servicing Rights shall be equal to the market value on that day as determined by Bank in its sole and absolute discretion without regard to the then-current Servicing Rights Appraisal (which market value Borrower acknowledges may be nominal). Borrower acknowledges that a determination by Bank of market value pursuant to this Agreement is for the limited purpose of determining value of the Collateral for lending purposes under this Agreement without the ability to perform customary purchaser’s due diligence and is not necessarily equivalent to a determination of the fair market value of Collateral achieved by obtaining competing bids in an orderly market in which the servicer is not in default, insolvent or the subject of a case in bankruptcy and the bidders have adequate opportunity to perform customary diligence.
(ivj) In the Facility Documents (to event that the extent such Facility Documents and Seller’s rights thereunder relate to buyer under the Purchased Mortgage Loans);
(v) any Property relating to Warehouse Agreement releases its security interest in any Purchased Mortgage Loans or other assets in which such buyer has a security interest under the Warehouse Loan or Agreement, then (except under the related Mortgaged Property;
circumstances specified in the last sentence of section (vic) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited toof Exhibit I hereto), any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any security interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the such Purchased Mortgage Loans (including, or other assets that has been granted to Bank hereunder shall automatically and without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates further action on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any part of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Bank be released hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (loanDepot, Inc.), Loan and Security Agreement (loanDepot, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the Repurchase Assets related Mortgage File and Servicing Rights and all Income therefromthereto. 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, and in any event, event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets;
(ii) the Records related to the Purchased Assets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Assets;
(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 Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Asset;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements relating to any Purchased Asset;
(xiv) any other contract rights, accounts (including any interest of Seller 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 Purchased Asset;
(xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi) 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
(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Seller’s right, title, and interest in, to, and under the followingforegoing, in all instances instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Caliber Home Loans, Inc.)
Security Interest. On each Purchase Date, a) Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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 recharacterizes the Transactions are deemed to be loanshereunder as other than sales, and, in any event, and as security for the Seller’s performance by Seller of all of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to grants Buyer a fully perfected first priority security interest in all of the Seller’s rightfollowing property, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
acquired: (i) the Purchased Mortgage Loans;
Assets, (ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
Records, (iii) all related Servicing Rights related to the Purchased Mortgage Loans;
Rights, (iv) the Facility Documents (to the extent such Facility Documents all mortgage guaranties and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property insurance relating to any such Purchased Mortgage Loan Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property;
Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, (v) all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Assets, (vi) any Takeout Commitments relating securities account, including the Collection Account and all security entitlements to financial assets now or hereafter carried in or credited to any Purchased Mortgage Loan;
securities account, (vii) all rights to Income and the rights to enforce such payments arising from any Closing Protection Letter relating to any of the Purchased Mortgage Loan;
Assets, (viii) all insurance policies and insurance proceeds relating to any guarantees or other support for the Purchased Mortgage Loan or the related Mortgaged PropertyAssets, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any and all Income relating to any replacements, substitutions, distributions on the Purchased Mortgage Loan;
Assets, (x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
Assets or the servicing of the Purchased Assets, and (xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvixi) any and all replacements now existing or substitutions for, hereafter arising proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title titles or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in Notice (collectively, the EverBank Warehouse Electronic System“Collateral”). Seller acknowledges and agrees that it has no its rights with respect to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing RightsCollateral (including without limitation, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a its security interest in the Servicing Rights Purchased Assets and proceeds related thereto any other collateral granted to Seller pursuant to any other agreement) are and in shall continue to be at all instances, whether now owned or hereafter acquired, now existing or hereafter createdtimes junior and subordinate to the rights of Buyer hereunder. The foregoing provision parties acknowledge and agree that the perfection of such security interest is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) be accomplished through possession of the Bankruptcy Code. related Purchased Assets by Buyer, the Custodian or by any other Person on Buyer’s behalf, and that such possession unless otherwise agreed is for Buyer’s own account.
b) Seller hereby authorizes irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, to file such financing statement or statements relating to the Repurchase Purchased Assets and the Servicing Rights Collateral without Seller’s signature thereon as Buyer, Buyer at its option, option may deem appropriate, and, without limiting the signature generality of the foregoing, Seller thereonhereby gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to, Seller, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Assets whenever payable;
(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Assets;
(A) to direct any party liable for any payment under any Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Assets and the Collateral and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby ratifies all that said attorneys shall pay lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations have been paid in full and this Agreement is terminated in accordance with the filing costs terms hereof. Seller also authorizes Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets. The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Purchased Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any financing statement act or statements prepared pursuant failure to this Section 8act hereunder, except for its or their own gross negligence or willful misconduct.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Spirit Finance Corp), Master Repurchase Agreement (Spirit Finance Corp)
Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Asset Schedule. In addition to which the foregoing, each Seller hereby pledges to Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
, the REO Subsidiary Interests, the Records (ii) the Mortgage File and Records related including, without limitation, any other collateral pledged or otherwise relating to the Purchased Mortgage Loans;
(iii) Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans;
(iv) Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s rights right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments Property or Contributed Assets, all SFR Property Documents relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter the Rental Property, all Lease Agreements relating to any Purchased Mortgage Loan;
(viii) the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertyProperty or Contributed Asset, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) Loan and Contributed Asset, the Inbound Collection Account;
(xi) , the Haircut Account;
(xii) any Hedge Agreements relating Certificate Distribution Accounts, and all rights against and in respect of PMC related to any Purchased Mortgage Loan;
(xiii) the Underlying Repurchase Transactions, and any other contract rights, deposit accounts (including any interest of any Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) , Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Loans and Contributed Assets, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule Confirmation and/or Transaction Request and/or Trust Receipt 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 (collectively, the “Seller 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.
(ii) Each of POP and PMC hereby grant, assign and pledge 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, Purchased Items (as such term is defined in the EverBank Warehouse Electronic SystemUnderlying Repurchase Agreement), the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Underlying Repurchase Assets, Property Management Rights, the Security Deposits, 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, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, 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, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt 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 (collectively, the “Underlying Transaction 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.
(iii) In order to further secure the Obligations hereunder, the REO Subsidiary hereby pledges to Buyer as security for the performance by the REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Subsidiary Owned Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and the REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of the REO Subsidiary 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 Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt 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 (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, 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, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement.
(iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage LoansLoans or Contributed Assets except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party 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 the Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. .
(v) Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. On each Purchase DateIn addition to the statutory landlord's lien, Seller hereby sellsLandlord shall have, assigns and conveys at all rights, titletimes, and interests inTenant hereby grants to Landlord, toa valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and under to secure payment of any damages or loss which Landlord may suffer by reason of the Purchased Mortgage Loans identified breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the related Mortgage Loan Schedule or Premises, and all proceeds 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 which Buyer otherwise pays Landlord hereunder shall first have been paid and discharged and all the Purchase Price as 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, including enter upon the related Mortgage File Premises and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller take possession of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or substitutions forconversion, 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 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 (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the related securitization proceeds) ofdebts 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 Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and distributions on or with respect deliver to Landlord a financing statement in form sufficient to perfect the security 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, the security interest herein granted being in addition and 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 future commercial lender of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges Tenant that it has no rights desires to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing attach and in the event that 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 Tenant's Personal Property for purposes of using same as collateral for a loan made to Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the Servicing Rights security interest granted to Landlord in this Section 21 to any commercial lender of Tenant that desires to attach 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 perfect a security agreement or other arrangement or other credit enhancement related interest in Tenant's Personal Property to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) secure a purchase money loan from said lender to Tenant for Tenant's purchase of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Tenant's Personal Property.
Appears in 2 contracts
Sources: Lease Agreement (Accord Networks LTD), Lease Agreement (Accord Networks LTD)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) As security for the payment and conveys performance of any and all rights, title, of the Obligations and interests in, to, the performance of all other obligations and covenants of Borrower hereunder and under the Purchased Mortgage Loans identified on the related Mortgage other Loan Schedule Documents, certain or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredcontingent, now existing or hereafter created arising, which are now, or may at any time or times hereafter be owing by Borrower to Bank, Borrower and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File Guarantor hereby pledge to Bank and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as gives Bank a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of Borrower or Guarantor in and to the Servicing Rights and proceeds related thereto and in all instancesCollateral, whether now owned or hereafter acquiredacquired by Borrower or Guarantor.
(b) Except as herein or by applicable law otherwise expressly provided, now existing Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter createdto preserve any rights therein against prior parties, and Borrower agrees to take such steps. The foregoing provision is intended In any case Bank shall be deemed to constitute have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and Bank’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security agreement interest in or Lien against other items of Collateral or any of Bank’s options, powers or rights under this Agreement or otherwise arising.
(c) Following an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, (i) transfer into the name of Bank or the name of Bank’s nominee any of the Collateral, (ii) notify any Account Debtor or other arrangement obligor of any Collateral to make payment thereon direct to Bank of any amounts due or other credit enhancement related to become due thereon and (iii) receive and direct the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) disposition of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature any proceeds of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Collateral.
Appears in 2 contracts
Sources: Credit and Security Agreement (Sancilio Pharmaceuticals Company, Inc.), Credit and Security Agreement (Sancilio Pharmaceuticals Company, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and To secure payment of Merchant’s obligations under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Merchant Agreement, Merchant grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired: (a) Transactions, Sales Drafts, Credit Vouchers and wherever located other items submitted to Peoples Trust for processing by or for Merchant; (collectively, the “Repurchase Assets”):
(ib) the Purchased Mortgage Loans;
(ii) the Mortgage File accounts receivable and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s payment rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to or arising from the Merchant Agreement, including all amounts due Merchant (including any Purchased Mortgage Loan rights to receive credits or the related Mortgaged Property;
payments hereunder); (vic) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any interest institution other than Peoples Trust, including the Reserve Account, in the name of Seller in escrow accountsor for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), paymentsPeoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to payment (including payments of Peoples Trust. ▇▇▇▇▇▇▇▇ agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and ▇▇▇▇▇▇▇▇ will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or finance charges), and general intangibles to the extent that lien in any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofpledged above, and distributions on ▇▇▇▇▇▇▇▇ will obtain Peoples Trust’s written consent before it grants a lien or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 that pledged collateral to constitute a security agreement or any other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8person.
Appears in 2 contracts
Sources: Merchant Agreement, Merchant Agreement
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rightsright, title, title and interests in, to, and under interest in the Purchased Mortgage Loans identified listed on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays the Purchase Price as provided hereinextent of its rights therein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although 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, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”)::
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) , all Servicing Rights related to the Purchased Mortgage Loans;
(iv) , all Agency 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 Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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, hazard insurance or hazard insurance;
and FHA Mortgage Insurance Contracts (ixif any) all and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge , Interest Rate Protection Agreements relating related to any such Purchased Mortgage Loan;
(xiii) Loans, the Reserve Account, and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates solely to any Purchased Mortgage Loan,
(xiv) Loans and any other assets to the extent relating solely to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Loans and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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. created in each case excluding any Take-out Commitments, insurance policies and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments, insurance policies or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor, insurance provider or counterparty to such Interest Rate Protection Agreement, to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”).
(ii) The foregoing provision paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and To secure payment of Merchant’s obligations under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Merchant Agreement, Merchant grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired: (a) Transactions, Sales Drafts, Credit Vouchers and wherever located other items submitted to Peoples Trust for processing by or for Merchant; (collectively, the “Repurchase Assets”):
(ib) the Purchased Mortgage Loans;
(ii) the Mortgage File accounts receivable and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s payment rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to or arising from the Merchant Agreement, including all amounts due Merchant (including any Purchased Mortgage Loan rights to receive credits or the related Mortgaged Property;
payments hereunder); (vic) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any interest institution other than Peoples Trust, including the Reserve Account, in the name of Seller in escrow accountsor for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), paymentsPeoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to payment (including payments of Peoples Trust. Merchant agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Merchant will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or finance charges), and general intangibles to the extent that lien in any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofpledged above, and distributions on Merchant will obtain Peoples Trust’s written consent before it grants a lien or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 that pledged collateral to constitute a security agreement or any other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8person.
Appears in 2 contracts
Sources: Merchant Agreement, Merchant Agreement
Security Interest. On each Purchase Date, Seller Section 8 of the Existing Repurchase Agreement is hereby sells, assigns amended by deleting the first paragraph thereto in its entirety and conveys all rights, title, and interests in, to, and under replacing it with the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. following language: “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, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File and Records Records, all servicing rights related solely to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to , the Purchased Mortgage Loans;
(iv) the Facility Repurchase Documents (to the extent such Facility Repurchase Documents and Seller’s the Sellers’ rights thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) , the Inbound Collection Account;
(xi) the Haircut Account;
(xii) , any Hedge Interest Rate Protection Agreements 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;
(xiii) , any accounts relating to any Purchased Mortgage Loan, and any other contract rights, deposit accounts (including any interest of Seller the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) , all USActive 7659101.2 collateral under any other secured debt facility (including, without limitation, any facility documented as between a repurchase agreement or similar purchase and sale agreement) between Seller or its their Affiliates on the one hand and the Buyer or and the Buyer’s Affiliates on the other;
(xvi) , and any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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 , and wherever located (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).”
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (Homebanc Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rightsright, title, title and interests in, to, and under interest in the Purchased Mortgage Loans identified listed on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays the Purchase Price as provided hereinextent of its rights therein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although 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, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”)::
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) , all Servicing Rights related to the Purchased Mortgage Loans;
(iv) , all Agency 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 Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments related to such Purchased Mortgage Loans, any right to payment under the Joint Securities Agreement, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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, hazard insurance or hazard insurance;
and FHA Mortgage Insurance Contracts (ixif any) all and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan;
(x) , the Inbound Reserve Account;
(xi) , the Haircut Operating Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) , each Servicing Agreement and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Loans and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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. created in each case excluding any Take-out Commitments and to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments without the consent of, or without violating its obligations to, the related Take-out Investor to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”).
(ii) The foregoing provision paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. .
(iii) Upon the repurchase of any Purchased Mortgage Loan by the Seller hereby authorizes or the sale of a Purchased Mortgage Loan to any third party and receipt by Buyer in each case of the related Repurchase Price, with respect to file such financing statement or statements relating to any eMortgage Loan, the Repurchase Assets Buyer shall initiate a Transfer of Location of the eNotes and the Servicing Rights Delegatee status with respect thereto as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8be directed by Seller.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (UWM Holdings Corp), Master Repurchase Agreement and Securities Contract (UWM Holdings Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) Grant of Security Interest and conveys all rights, title, Cross-Collateralization. Buyer and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties Sellers intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Loans and not loansloans from Buyer to Sellers secured by the Purchased 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, and, in any event, hereunder as loans and as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges all of Sellers' obligations to Buyer under this Agreement and hereby grantsthe Transactions entered into pursuant to this Agreement, assigns and pledges to Buyer both Sellers grant Buyer, on a fully perfected cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the indebtedness of Obligors and the Underlying Assets, including all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether Manufactured Homes now owned or hereafter acquired, now existing or hereafter created as collateral for Floorplan Loans and wherever located (collectivelyMH Loans, the “Repurchase Assets”):
(i) and all other collateral provided as security for the Purchased Mortgage Loans;
(ii) the Mortgage File ; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and Records related warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Purchased Mortgage Loans;
(iii) , Income, any and all Servicing Rights related Hedg▇▇, ▇▇l Insured Closing Letters and the Escrow Instructions covering any or all of the Loans, all Collections and the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to the Purchased Mortgage Loans;
(iv) , all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Facility Documents (Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to the extent payment of interest or finance charges and collateral securing such Facility Documents obligations, and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitationwhether constituting real or personal property, any facility documented as a repurchase agreement accounts, chattel paper, equipment, goods, instruments, general intangibles, inventory or similar purchase proceeds, or securities backed by or representing an interest in such Loans, and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions forreplacements, proceeds (including the related securitization proceeds) ofsubstitutions, and distributions on or with respect to Proceeds of any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality and all of the foregoing and in (collectively, the event that 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8"Collateral").
Appears in 2 contracts
Sources: Master Repurchase Agreement (Bingham Financial Services Corp), Master Repurchase Agreement (Bingham Financial Services Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. a. 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to Servicing Rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all Income relating if any), Income, the Securities Account and any account to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightswhich such amount is deposited, deposit 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), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsAsset Confirm, 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 createdcreated (collectively, the “Repurchase Assets”).
b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Facility 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 created (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 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. 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, Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights Assets, as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, 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 Seller the Sellers of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) : the Purchased Mortgage Loans;
(ii) , REO Subsidiary Interests, the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and the Seller’s rights right thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Assets, 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 or hazard insurance;
and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (ix) all Income relating which interest in the Interest Rate Protection Agreements shall be pro rata and subject to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any rights of other contract rightsparties holding security interests therein), deposit accounts (including any interest of the Seller in escrow accounts)) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Assets, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 createdcreated (collectively, the “Repurchase Assets”). In the event any Purchased Asset becomes an REO Property, the Sellers shall promptly repurchase such Purchased Asset, and simultaneously convey a Buyer Deed, to the Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Agreement. The foregoing provision is intended Sellers agree to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Buyer’s security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of Sellers hereby authorize the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 2 contracts
Sources: Master Repurchase Agreement, Master Repurchase Agreement (New Century Financial Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, and, in any event, each Seller hereby pledges to the Agent for the benefit of Buyers as security for the performance by Seller the Sellers of its the Obligations, Seller hereby pledges to Buyer and hereby presently grants, assigns and pledges to Buyer the Agent for the benefit of Buyers, a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyPurchased Assets, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File related records and Records all servicing rights related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related Assets, the Repurchase Documents relating to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) Assets, any Property relating to any Purchased Mortgage Loan Asset or the to its related Mortgaged Property;
(vi) , any Takeout Approved Investor Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Asset, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, but not limited to, including any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all ; any Income relating to any Purchased Mortgage Loan;
(x) Asset, the Inbound Collection Account;
(xi) , the Haircut Settlement Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) , the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the extent that any of the foregoing relates relate to any Purchased Mortgage Loan,
(xiv) Asset; and any other assets relating (i) to the Purchased Mortgage Loans Assets (including, without limitation, including any other deposit accounts) or any interest in the Purchased Mortgage Loans;
Assets, (xvii) to the servicing of the Purchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral under for any of the Purchased Assets and (v) to distributions in respect of the Purchased Assets; and any other secured debt facility (includingproceeds, without limitationproperty, any facility documented as a repurchase agreement rights, title or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or interests with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 created (collectively, the “Repurchase Assets”).
(b) Section 9(a) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the this Repurchase Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller .
(c) The Sellers hereby authorizes Buyer authorize the Agent to file such financing statement or statements relating to the Repurchase Assets and as the Servicing Rights as BuyerAgent, at its option, may deem appropriate, without the signature of Seller thereon. Seller The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 89.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Guild Holdings Co), Master Repurchase Agreement (Guild Holdings Co)
Security Interest. On each Purchase DateTo secure payment of Merchant's obligations under this Agreement, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Merchant grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Bank a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):acquired:
(ia) the Purchased Mortgage Loans;
Transactions, Sales Drafts, Credit Vouchers and other items submitted to Bank for processing by or for Merchant; (iib) the Mortgage File accounts receivable and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s payment rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to or arising from this Agreement, including all amounts due Merchant (including any Purchased Mortgage Loan rights to receive credits or the related Mortgaged Property;
payments hereunder); (vic) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including without limitation all deposit accounts) maintained with the Bank or any interest institution other than Bank, including the Reserve Account, in the name of Seller in escrow accountsor for the benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (d) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (whether because this Agreement has been terminated or for any other reason), paymentsBank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. In addition to the collateral pledged above, Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to payment (including payments of Bank. ▇▇▇▇▇▇▇▇ will execute any documents and take any actions required to comply with and perfect any security interest under this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Merchant represents and warrants that no other party has a security interest or finance charges), and general intangibles to the extent that lien in any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofpledged above, and distributions on ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and proceeds related thereto all indebtedness arising from Transactions will be for bona fide sales of goods and in all instances, whether now owned services (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 the Agreement and Transactions hereunder as defined under Sections 101(47)(vboth) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. Notwithstanding the signature of Seller thereon. Seller shall pay the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Section 8third party without Provider’s prior written consent.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. a. 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , any Agency Security or right to receive such Agency Security when issued to the Mortgage File and Records related to extent backed by any of the Purchased Mortgage Loans;
(iii) , the Records, and all related Servicing Rights related to Rights, the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all Income relating if any), Income, the Buydown Amount and any account to any which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsLoans protected thereby, deposit 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 any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsTrust Receipt, 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 created (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).
Appears in 2 contracts
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) As security for the payment and conveys performance of any and all rights, title, of the Indebtedness and interests in, to, the performance of all other obligations and covenants of the Borrower hereunder and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule Documents, certain or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredcontingent, now existing or hereafter created and wherever located (collectivelyarising, which are now, or may at any time or times hereafter be owing by the Borrower to the Bank, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related Borrower hereby pledges to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to Bank and give the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as Bank a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Servicing Rights Borrower in and proceeds related thereto and in all instancesto the Collateral, whether now owned or hereafter acquiredacquired by the Borrower.
(b) Except as herein or by applicable law otherwise expressly provided, now existing the Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter createdto preserve any rights therein against prior parties, and the Borrower agrees to take such steps. The foregoing provision is intended In any case the Bank shall be deemed to constitute have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security agreement interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising.
(c) Upon the occurrence of an Event of Default and the expiration of any applicable grace or cure period the Bank may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other arrangement or other credit enhancement related obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral.
(d) In the event that Borrower and Bank execute any International Swap Dealers Association (ISDA) Master Agreements and Schedules then the Collateral shall also secure such ISDA Master Agreement and Transactions hereunder as defined under Sections 101(47)(v) Schedules, together with confirmation letters, which may hereafter be executed between Borrower and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Bank.
Appears in 2 contracts
Sources: Acquisition Facility and Revolving Credit Facility Agreement (Continucare Corp), Acquisition Facility and Revolving Credit Facility Agreement (Continucare Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as As security for the performance by Seller of its Obligations, Seller each Borrower hereby pledges grants to Buyer Collateral Agent, for the benefit of Lenders, a first-priority security interest in the Rent Deposit Account, each Reserve, the Cash Management Account and hereby grantsany other Account and all amounts at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Collateral Agent, assigns and pledges to Buyer for the benefit of Lenders, a fully perfected first priority security interest in all therein, including executing and delivering to Collateral Agent, for the benefit of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsLenders, deposit accounts (including any interest account control agreements and filing UCC‑1 financing statements and continuations thereof. Each Borrower further authorizes Collateral Agent, at the direction of Seller in escrow accounts)Required Lenders, paymentsto file such UCC‑1 financing statements and amendments and continuations thereof to maintain a first priority, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a perfected security interest in the Servicing Rights and proceeds related thereto Collateral. Such financing statements may describe the Collateral in the same manner as described herein and in the Collateral Document or may describe the Collateral as “all instancesof the debtor’s personal property and other assets, whether now owned or hereafter acquired, now existing or hereafter createdacquired or arising, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto” or words of similar meaning. The foregoing provision is intended Required Lenders shall have the right, upon the occurrence and during the continuance of a Trigger Period that occurs (i) as result of an Event of Default, to constitute a security agreement or other arrangement or other credit enhancement related direct the applicable banks to deliver all funds then held in the Cash Management Account, the Rent Deposit Account, and any Reserve, to an account established by Collateral Agent at the written direction of Required Lenders, for the benefit of all Lenders, to be applied to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) payment of any portion of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to Debt, as determined by Required Lenders, in their sole discretion, without seeking the Repurchase Assets appointment of a receiver and without adversely affecting the Servicing Rights as Buyerrights of Collateral Agent, at its optionthe written direction of Required Lenders, may deem appropriateto foreclose the Lien of any Collateral Document or Lenders to exercise their rights under the Loan Documents, without and (ii) as a result of the signature commencement of Seller thereon. Seller shall pay a Low Debt Service Period, to apply all Available Cash as provided in the filing costs for any financing statement or statements prepared pursuant to this first sentence of Section 87.3.7.
Appears in 2 contracts
Sources: Loan Agreement (Vinebrook Homes Trust, Inc.), Loan Agreement (Vinebrook Homes Trust, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) As security for the payment and conveys performance of any and all rights, title, of the Obligations and interests in, to, the performance of all other obligations and covenants of Debtor hereunder and under the Purchased Mortgage Loans identified on the related Mortgage other Loan Schedule Documents, certain or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredcontingent, now existing or hereafter created arising, which are now, or may at any time or times hereafter be owing by either or both of Debtor and wherever located (collectivelyBorrower to Lender, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and Debtor hereby pledges to Buyer Lender and gives Lender a continuing security interest in and general Lien upon and right of set-off against, all of its right, title and interest in and to the Servicing Rights and proceeds related thereto and in all instancesCollateral, whether now owned or hereafter acquiredacquired by it and wherever located.
(b) Except as herein or by applicable law otherwise expressly provided, now existing Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter createdto preserve any rights therein against prior parties, and Debtor agrees to take such steps. The foregoing provision is intended In any case Lender shall be deemed to constitute have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as it may have reasonably requested Lender to take and Lender's omission to take any action not requested by it shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Debtor shall waive or affect any security agreement interest in or Lien against other items of Collateral or any of Lender's options, powers or rights under this Agreement or otherwise arising.
(c) Lender may at any time and from time to time, with or without notice to Debtor, (i) transfer into the name of Lender or the name of Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other arrangement obligor of any Collateral to make payment thereon direct to Lender of any amounts due or other credit enhancement related to become due thereon and (iii) receive and after a Default or Event of Default direct the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) disposition of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature any proceeds of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Collateral.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as As security for the performance by Seller payment in full of its Obligationsall Sky Bank Loans and all other existing and hereafter arising indebtedness of the SKY BANK Borrowers under the Master Agreement, Seller each Grantor does hereby pledges convey to Buyer and hereby grants, assigns and pledges SKY BANK a security interest (subject to Buyer a fully perfected the first priority security interest in favor of BOS) in and lien upon all of the Seller’s rightrights, title, titles and interest in, to, of such Grantor in and under to the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located following described property (collectively, the “Repurchase Assets”"Collateral"):
(ia) All Mortgage Loans, including all Mortgage Notes and Mortgages and other related Mortgage Loan Documents related to such Mortgage Loans which from time to time are delivered to BOS (or to SKY BANK on behalf of BOS) pursuant to the Purchased BOS Master Agreement and in respect of which a BOS Loan has been made, (the "Pledged Mortgage Loans"), a list of the Pledged Mortgage Loans being attached hereto;
(b) All mortgage insurance and all commitments issued by insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said insurer commitments and the purchase commitments, and all other documents or instruments delivered to such Grantor in respect of the Pledged Mortgage Loans, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Pledged Mortgage Loan;
(c) All right, title and interest of such Grantor in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of such Grantor relating to the Pledged Mortgage Loans;
(iid) All property of Grantor, in any form or capacity now or at any time hereafter in the Mortgage File and Records related possession or direct or indirect control of BOS or SKY BANK relating to the Purchased Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary thereof) or any third party on behalf of BOS relating to the Pledged Mortgage Loans;
(iiie) Grantor’s rights (but not any obligations or liabilities of Grantor) under all Servicing Rights related Purchase Commitments now held or hereafter acquired by Grantor covering Pledged Mortgage Loans and all proceeds resulting from the sale of Pledged Mortgage Loans to the Purchased Mortgage LoansInvestors pursuant thereto;
(ivf) the Facility Documents All rights (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments obligations or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xliabilities) of Grantor under the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Administrative Services Agreement;
Appears in 1 contract
Sources: Master Credit and Security Agreement (Franklin Credit Management Corp/De/)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located related to the Purchased Loans (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements to the extent relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, accounts, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets to the extent relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xviixvi) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank TIAA Bank Warehouse Electronic SystemSystem to the extent related to the Purchased Mortgage Loans. Seller acknowledges that it has no rights to service the Purchased Mortgage LoansLoans prior to the time repurchased by Seller. Without limiting the generality of the foregoing and in the event that 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 createdcreated prior to the time repurchased by Seller. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (Caliber Home Loans, Inc.)
Security Interest. On each Purchase Date(a) Pursuant to the Custodial Agreement, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under Custodian shall hold the Purchased Mortgage Loans identified on Loan Documents as exclusive bailee and agent for the related Mortgage benefit of Buyer pursuant to the terms of the Custodial Agreement and shall deliver to Buyer Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Purchased Loan Schedule or Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Purchased Loan Documents as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File so reviewed.
(b) ▇▇▇▇▇ and Servicing Rights and all Income therefrom. 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 loans, and, in any event, as security for the performance by Seller of its Obligationsa loan, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s its right, title, and interest in, toto and under and grants a first priority lien on, and under security interest in, all of the followingfollowing property, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase AssetsCollateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the related documents described herein (collectively, the “Secured Obligations”):
(i) each Purchased Loan and the Purchased Mortgage LoansServicing Rights related thereto;
(ii) the Mortgage File all Purchased Loan Documents, including without limitation all promissory notes, and Records related all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to the such Purchased Mortgage LoansLoan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto;
(iii) all Servicing Rights related 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 the all Purchased Mortgage LoansLoan and all claims and payments thereunder;
(iv) the Facility Documents (to the extent such Facility Documents all other insurance policies and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) any Takeout Commitments relating the Buyer’s Account and all monies from time to any Purchased Mortgage Loantime on deposit in the Buyer’s Account;
(vii) any Closing Protection Letter and all “securities accounts”, as defined in the UCC, relating to any Purchased Mortgage Loanof the foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 5(f);
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertycollateral, includinghowever defined, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s any of its Affiliates on the otherother hand;
(xviix) all “general intangibles”, “accounts,” “instruments”, “investment property”, “deposit accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (Ares Commercial Real Estate Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns To secure the prompt payment to Lender of the Indebtedness and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights any and all Income therefrom. Although the parties intend that all Transactions hereunder be sales other obligations now existing or hereinafter arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender a first and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in all the following property and interests in property of the Seller’s rightBorrower, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired or arising and wherever wheresoever located (collectively, collectively the “Repurchase Assets”"Collateral"):
(i) A. All Receivables and all accounts, chattel paper, instruments, contract rights and general intangibles, all of Borrower's right, remedies, security, liens, guaranties, or other contracts of suretyship with respect thereto, all deposits or other security or support for the Purchased Mortgage Loansobligation of any Account Debtor thereunder and credit and other insurance acquired by Account Debtor or the Borrower in connection therewith.;
(ii) the Mortgage File B. All furniture, equipment, machinery, fixtures and Records related general intangibles, including but not limited to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents customer lists and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies records, tax refunds and insurance proceeds relating to any Purchased Mortgage Loan premium refunds.
C. All inventory, new or the related Mortgaged Propertyused, including, but not limited to parts and accessories;
D. All bank accounts of Borrower;
E. All monies, securities and property, now or hereafter held, received by, or entrusted to, any payments in the possession or proceeds under any related primary insurance the control of Lender or hazard insurancea bailee of Lender;
F. All right, title and interest of the Borrower in and to the Receivables, participation agreements, participation certificates, or other instruments or agreements which evidence the Receivables;
G. All right, title and interest of the Borrower in and to all Consumer Notes, Consumer Mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Borrower which secure (ixor constitute collateral for any note, instrument or agreement securing) any of the Consumer Notes or other instruments or agreements which evidence any of the Receivables;
H. All right, title and interest of the Borrower in and to all Income Financing Statements perfecting the security interest of any of the foregoing;
I. All right, title and interest of the Borrower in and to all Guaranties and other instruments by which the persons or entities executing the same guarantee, among other things, the payment or performance of the Receivables;
J. All right, title and interest of the Borrower in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to any Purchased Mortgage Loanthe foregoing;
(x) K. All right, title and interest of the Inbound AccountBorrower in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Borrower in connection with, or arising out of, the Receivables;
(xi) L. All right, title and interest of the Haircut AccountBorrower in and to all commitments and other agreements to purchase any Receivables;
M. All right, title and interest of the Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing (xii) any Hedge Agreements hereafter collectively called "Collections");
N. All files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Borrower relating to any Purchased Mortgage Loanthe Receivables (including all information, data, programs, tapes, discs and cards necessary to administer and service such Receivables);
(xiii) any other O. All contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (of money, refunds, including payments of interest or finance charges)tax, premium and commission refunds, and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets intangibles, relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest such documents and contracts described in the Purchased Mortgage Loans;
(xv) 3.1 above and as to 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (such Collateral described in section 3.1 including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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, this subparagraph J. whether now owned or hereafter acquired, now existing or hereafter created. at any time acquired or arising; The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related following definitions are solely for the purpose of defining these terms with respect to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) description of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Collateral herein:
Appears in 1 contract
Security Interest. 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, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, and as security for the performance by Seller of its Obligationsall of Seller's obligations to Buyer under, the Master Repurchase Agreement and the Transactions entered into pursuant to the Master Repurchase Agreement, Seller hereby pledges to Buyer and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyMortgage Loans, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Program Documents (to the extent such Facility Program Documents and the Seller’s rights 's right thereunder relate to the Purchased Mortgage Loans);
(v) any Property , servicing records, purchase commitments, insurance and guarantees relating to the Mortgage Loans, Mortgage Notes, Mortgages, income, any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) and all hedges, any Takeout Commitments and all servicing agreements and any collection accou▇▇▇ ▇▇d escrow accounts relating to any Purchased the Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Loans and all insurance policies cash or other property or amounts on deposit therein 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsgeneral intangibles, deposit accounts (including any interest of Seller in escrow accounts)instruments, payments, rights to payment (including payments of interest or finance charges)supporting obligations, and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase Loans and sale agreement) between Seller or its Affiliates on the one hand servicing of the Mortgage Loans and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to proceeds of any and all of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 created (collectively, and together with any other property or interests in which Seller grants a security agreement or other arrangement or other credit enhancement related interest to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at the "Collateral").
(b) Seller shall pay all fees and expenses associated with perfecting and maintaining Buyer's security interest (and ownership interest) in the 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 option, may deem appropriate, without the signature of Seller thereondiscretion). Seller shall pay the filing costs for take such further actions as are necessary in order to perfect Buyer's first priority security interest in any financing statement or statements prepared pursuant to this Section 8hedges.
Appears in 1 contract
Sources: Letter Agreement (American Home Mortgage Investment Corp)
Security Interest. 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, title, and interests in, to, and under 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 or as delivery of a Borrowing Base Certificate to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder 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, as whether or not the same appears therein.
(b) As additional security for the payment and performance by Seller of its the Obligations, Seller each Borrower hereby pledges assigns to Buyer Lender any and hereby grants, assigns all monies (including proceeds of insurance and pledges refunds of unearned premiums) due or to Buyer a fully perfected first priority security interest in all of the Seller’s right, titlebecome due under, and interest in, all other rights of Borrowers with respect to, any and under all policies of insurance now or at any time hereafter covering the followingCollateral or any evidence thereof or any business records or valuable papers pertaining thereto, and 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 (but need not), in Lender's name or in any Borrower's name, execute and deliver proof of claim, receive all instances whether now owned such monies, endorse checks and other instruments representing payment of such monies, and following the occurrence and during the continuance of an Event of Default adjust, litigate, compromise or hereafter acquired, now existing or hereafter created and wherever located release any claim against the issuer of any such policy.
(collectively, the “Repurchase Assets”):
c) Each Borrower hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments, thereto that (x) indicate the Purchased Mortgage Loans;
Collateral (1) as all assets of Borrowers (or any portion of Borrowers' assets) or words of similar effect, regardless of whether any particular asset comprised in the 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 information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) the Mortgage File and Records related ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the Purchased Mortgage Loans;
(iii) all Servicing Rights related date hereof. Each Borrower acknowledges that it is not authorized to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) file any Property relating to any Purchased Mortgage Loan financing statement or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan amendment or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or termination statement with respect to any financing statement that directly or indirectly impairs the priority of the foregoing; and
(xvii) any other property, rights, title or interests as are specified Lien in favor of Lender on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges Collateral without the prior written consent of Lender and agrees that it has no will not do so without the prior written consent of Lender, subject to Borrowers' rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xSection 9-509(d)(2) of the Bankruptcy Code. Seller UCC.
(d) Each Borrower hereby authorizes Buyer grants to file 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 Intellectual Property now owned, licensed to, or hereafter acquired by Borrowers, and wherever the same may be located, and including in such financing statement license access to all media in which any of the licensed items may be recorded or statements relating stored and to all computer and automatic machinery software and programs used for the Repurchase Assets compilation or printout thereof, and represents, promises and agrees that any such license or sublicense of such Intellectual Property is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate on the termination of this Agreement and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature payment in full of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8all Obligations.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, accounts, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other[ Reserved];
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and;
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank TIAA Bank Warehouse Electronic System;
(xviii) the Reserve Amount; and
(xix) the Reserve Account. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased This Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented shall be construed as a repurchase security agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or a financing statement with respect to any and all of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality items and types of the foregoing and Collateral in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer which a security interest may be created pursuant to the Oklahoma Uniform Commercial Code (the "UCC Collateral") and, subject to the Permitted Encumbrances, Mortgagor hereby grants to Mortgagee a first and prior, continuing security interest in and to the Servicing Rights UCC Collateral (including all proceeds and proceeds related thereto and in all instancesproducts thereof) described or referred 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. The foregoing provision 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 (or 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 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 intended 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 a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder "fixtures" as defined under Sections 101(47)(vin 12A O.S. § 1-9-102(41) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights this Mortgage shall constitute a "fixture filing" as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8set forth in 12A O.S. § 1-9-102(40).
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the Repurchase Assets related Mortgage File and Servicing Rights and all Income therefromthereto. 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, and in any event, event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets; LEGAL02/45709332v2
(ii) the Records related to the Purchased Assets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Assets;
(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 Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Asset;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements relating to any Purchased Asset;
(xiv) any other contract rights, accounts (including any interest of Seller 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 Purchased Asset;
(xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi) 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
(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Seller’s right, title, and interest in, to, and under the followingforegoing, in all instances instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loansfinancings, in the event any such Transactions are deemed to be loansfinancings, and, in any event, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and such Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Take-out Commitments, Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , all insurance policies and insurance proceeds proceeds, in each case, 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 insurance, hazard insurance;
, FHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (ix) all Income relating if any), Income, the Buydown Amount and any account to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightswhich such amount is deposited, deposit Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts)) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , the servicing of the Purchased Mortgage Loans, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule Request for Certification and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 created (collectively, the “Repurchase Assets”); provided, however, as to constitute a any Purchased Mortgage Loan the security agreement or other arrangement or other credit enhancement related interest shall automatically terminate upon payment in full to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) Buyer of the Bankruptcy CodeRepurchase Price with respect thereto. Seller 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 Sellers hereby authorizes authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller The 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 (Fieldstone Investment Corp)
Security Interest. On each Purchase DateThis Mortgage shall, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided hereinany equipment and other Personal Property covered hereby, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 agreement, and Mortgagor, as debtor, hereby grants to Mortgagee, as secured party, a security interest therein pursuant to the Uniform Commercial Code of the Commonwealth of Massachusetts. Mortgagor agrees, upon request of Mortgagee, to furnish an inventory of Personal Property (including the FF&E) owned by Mortgagor and subject to this Mortgage and, upon request by Mortgagee, to execute any supplements to this Mortgage, any separate security agreement, any financing statements and any continuation statements in order to include specifically said inventory of Personal Property or otherwise to perfect the security interest granted hereby. Upon any Event of Default, Mortgagee shall have all of the rights and remedies provided in said Code or otherwise provided by law or by this Mortgage, including but not limited to the right to require Mortgagor to assemble such Personal Property and make it available to Mortgagee at a place to be designated by Mortgagee which is reasonably convenient to both parties, the right to take possession of the Personal Property with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to law. The parties hereto agree that any requirement of reasonable notice shall be met if Mortgagee sends such notice to Mortgagor at least ten (10) days prior to the date of sale, disposition or other arrangement or other credit enhancement related event giving rise to the Agreement required notice, and Transactions hereunder as defined under Sections 101(47)(v) that the proceeds of any disposition of any such Personal Property may be applied by Mortgagee first to the reasonable expenses in connection therewith, including reasonable Attorneys’ Fees and 741(7)(x) legal expenses incurred, and then to payment of the Bankruptcy Indebtedness. With respect to the Personal Property that has become so attached to the Real Property that an interest therein arises under the real property law of the Commonwealth of Massachusetts, this Mortgage shall also constitute a financing statement and a fixture filing under the Massachusetts Uniform Commercial Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to Mortgagor is the Repurchase Assets record owner of the Real Property and the Servicing Rights addresses of Mortgagor and Mortgagee are as Buyer, at its option, may deem appropriate, set forth on the first page of this Mortgage. Mortgagor represents and warrants that it is a “registered organization” organized under the laws of the State of Delaware. Mortgagor covenants that it will not alter such registration without the prior written consent of Mortgagee. Mortgagor further represents and warrants that its name is exactly as set forth in the signature page of Seller thereonthis Mortgage. Seller Mortgagor also covenants that its name shall pay not be altered without the prior written consent of Mortgagee. Mortgagor hereby acknowledges and agrees that this Mortgage is an authenticated record, and authorizes the filing costs for any of financing statement or statements prepared pursuant to this Section 8by Mortgagee without the execution thereof by Mortgagor.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as (a) As security for the performance by Seller the Borrower of its all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, Seller the Borrower hereby pledges grants to Buyer and hereby grantsthe Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in all of the SellerBorrower’s right, title, title and interest in, to, to and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 , and wherever located (collectively, the “Collateral”):
(i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans;
(ii) the Related Security with respect to the Pledged Timeshare Loans;
(iii) the Account Collateral;
(iv) all Hedge Collateral;
(v) the HGV Borrower Purchase Agreement and all remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement;
(vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing provision is intended to constitute a security agreement and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other arrangement liquid property, 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, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing;
(vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other credit enhancement property and interests in property of the Borrower, whether tangible or intangible; and
(viii) all income and proceeds of the foregoing, other than proceeds of the Timeshare Interests related to such Pledged Timeshare Loans that has been foreclosed upon and remarketed and which relates to the Agreement and Transactions hereunder as defined under Sections 101(47)(vBarbados Resort, the La Pacifica Resort or the Craigendarroch Resort.
(b) and 741(7)(x) of the Bankruptcy Code. Seller The Borrower hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any of financing statement statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or statements prepared pursuant assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 82.
Appears in 1 contract
Sources: Receivables Loan Agreement (Hilton Grand Vacations Inc.)
Security Interest. On each Purchase Date, Each Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, collaterally assigns and pledges to the Administrative Agent, for the benefit of each Buyer Entity, as security and margin for the payment and performance of all Obligations of each Seller to any Buyer Entity in the Buyer Group a fully perfected first priority security interest in all of the such Seller’s rightrights, interests and title, and interest inif any, to, and to in or under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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: (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 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 the this Agreement and Transactions hereunder Activities under the Governing Agreements as defined under Sections 101(47)(v) 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(x) 741(7)(A)(xi), 761(4)(J), of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (DITECH HOLDING Corp)
Security Interest. On each Purchase Date, in exchange for receipt of the Purchase Price, Seller hereby sells, assigns and conveys to Buyer all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans Assets on a servicing released basis identified on the related Mortgage Loan Purchased Asset Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including and the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest in, to, and under interests in the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyPurchased Assets, the “Repurchase Assets”):
(i) Records, all related Servicing Rights, the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Assets, 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 or and hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) , Income, the Inbound Securities Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts and reserve accounts)) relating to the Purchased Assets 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 any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any other interest in the Purchased Mortgage Loans;
(xv) all collateral under Assets, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and Confirmation and/or Trust Receipt with respect to the Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the EverBank Warehouse Electronic System“Repurchase Assets”). At the request of Buyer, 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 reasonably deem appropriate and in accordance with the terms of this Agreement. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. The Seller acknowledges that it has no does not have rights to service the Purchased Mortgage LoansAssets other than its rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that 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 Rights, as indicated in all instances, whether now owned or hereafter acquired, now existing or hereafter createdthe paragraph above. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(7)(A)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as As to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) any fixtures, Equipment and other Personal Property included in the Purchased Mortgage Loans;
Mortgaged Property, (ii) all Instruments, Accounts, Receivables and General Intangibles of the Mortgage File Mortgagor and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related the Permits and Contracts, this Mortgage shall be deemed to constitute a security agreement and the Mortgagor, as debtor, hereby grants to the Purchased Mortgage Loans;
(iv) the Facility Documents (Mortgagee, as secured party, a security interest therein pursuant to the extent such Facility Documents and Seller’s rights thereunder relate UCC. Notwithstanding the foregoing, Upon the occurrence of any Event of Default hereunder, in addition to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan rights and remedies provided by this Mortgage, the Mortgagee shall also have all rights and remedies then provided under the UCC or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertyotherwise then provided by applicable law, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating the option of proceeding as to any Purchased Mortgage Loan;
(x) both the Inbound Account;
(xi) Real Property and the Haircut Account;
(xii) any Hedge Agreements relating Personal Property in accordance with the Mortgagee's rights and remedies in respect of the Real Property, in which event the default provisions of the UCC shall not apply. In the event that the Mortgagee, at its option, elects to any Purchased Mortgage Loan;
(xiii) any other contract rightsproceed with the Personal Property separately from the Real Property, deposit accounts (including any interest of Seller then, in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles addition to the extent that any of rights and remedies herein provided, the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to Mortgagee shall also have all rights and remedies then provided under the Purchased Mortgage Loans (UCC or otherwise then provided by applicable law, including, without limitation, the right to require the Mortgagor to assemble such Personal Property and to make it available to the Mortgagee at a place to be designated by the Mortgagee which is reasonably convenient to both parties, the right to take possession of such Personal Property with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to applicable law. The parties hereto agree that any requirement of reasonable notice under the UCC shall be met if the Mortgagee sends such notice to the Mortgagor at least five (5) days prior to the date of sale, disposition or other deposit accounts) or any interest in event giving rise to the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofrequired notice, and distributions on or with that the proceeds of any disposition of any such Personal Property may be applied by the Mortgagee first to the expenses reasonably incurred in connection therewith, including attorneys' fees and expenses and court costs, and then, toward payment of the Obligations. With respect to any the Personal Property that has become so attached to the Real Property that an interest therein arises under the real property law of the foregoing; and
(xvii) any other propertystate in which the Real Property is located, rights, title or interests as are specified on a this Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 shall also constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to and a fixture filing under the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8UCC.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Balanced Care Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns Sellers and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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 loanshereunder as other than sales, and, in any event, and as security for the Sellers’ performance by Seller of its all of their Obligations, each Seller hereby pledges to Buyer and hereby grants, assigns and pledges to grants Buyer a fully perfected first priority security interest in all of the Seller’s rightfollowing property, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyacquired: the Purchased Assets, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File related Records, all mortgage guaranties and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any Purchased Mortgage Loan mortgage insurance certificate or the related Mortgaged Property;
(vi) any Takeout Commitments other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any Purchased Mortgage Loan;
(vii) any Closing Protection Letter purchase agreements or other agreements or contracts relating to or constituting any Purchased Mortgage Loan;
(viii) or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing, the Collection Account and all monies from time to time on deposit in the Collection 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 or hazard insurance;
(ix) security account and all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including Income and the rights to enforce such payments of interest or finance charges), and general intangibles to the extent that arising from any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (includingAssets, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions forreplacements, proceeds (including the related securitization proceeds) ofsubstitutions, and distributions on or proceeds with respect to any of the foregoing; and
foregoing (xvii) any other propertycollectively the “Collateral”). Each Seller agrees to execute, rights, title or interests deliver and/or file such documents and perform such acts as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights may be reasonably necessary to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a fully perfect Buyer’s security interest in the Servicing Rights and proceeds related thereto and in all instancescreated hereby. Furthermore, 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Purchased Assets and without the Servicing Rights signature of any Seller, as Buyerapplicable, at its option, may deem as it deems appropriate, without the signature of Seller thereon. 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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. a. 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, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightPurchased Assets, titlethe Records, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyrelated servicing rights, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Assets, 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound and, Income, each Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit 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), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Assets, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsTrust Receipt, 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 createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended Seller agrees to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) servicing rights, the Facility Documents Agreements (to the extent such Facility Documents Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or insurance, hazard insurance;
(ix) all , Income relating to any the Purchased Mortgage Loan;
(x) , all Blocked Accounts and the Inbound Account;
(xi) balance from time to time standing to the Haircut Account;
(xii) any Hedge credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to any the Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts)) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges)) general intangibles, and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , the servicing of the Purchased Mortgage Loans, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests interest as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 instancesinstances described herein, whether now owned or hereafter acquired, now existing or hereafter createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended Seller agrees to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and without the Servicing Rights signature of the Seller, as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all servicing rights related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to , the Purchased Mortgage Loans;
(iv) the Facility Repurchase Documents (to the extent such Facility Repurchase Documents and the Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) , any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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 insurance, hazard insurance;
, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all if any), any Income relating to any Purchased Mortgage Loan;
(x) , the Inbound Collection Account;
(xi) the Haircut Account;
(xii) , any Hedge Interest Rate Protection Agreements relating to any Purchased Mortgage Loan;
(xiii) , and any other instruments, investment property, contract rights, deposit accounts (including any interest of the Seller in escrow accounts)) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing forgoing relates to any Purchased Mortgage Loan,
(xiv) Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) , 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 Seller or its Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on the one hand and the Buyer or the Buyer’s 's Affiliates on the other;
(xvi) , and any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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 createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 DateDate by delivery of the Transaction Request and Mortgage Loan Schedule and payment of the Purchase Price by Buyer, Seller hereby thereby sells, assigns and conveys to Buyer all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , any Agency Security or right to receive such Agency Security when issued to the Mortgage File and Records related to extent backed by any of the Purchased Mortgage Loans;
(iii) , the Records, and all related Servicing Rights related to Rights, the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all Income relating if any), Income, the Buydown Amount and any account to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightswhich such amount is deposited, deposit 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), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the EverBank Warehouse Electronic System. “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 the this Agreement and Transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(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 and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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. On each Purchase DateIn addition to the statutory landlord's lien, Seller hereby sellsLandlord shall have, assigns and conveys at all rights, titletimes, and interests inTenant hereby grants to Landlord, toa valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and under to secure payment of any damages or loss which Landlord may suffer by reason of the Purchased Mortgage Loans identified breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the related Mortgage Loan Schedule or Premises, and all proceeds 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 which Buyer otherwise pays Landlord hereunder shall first have been paid and discharged and all the Purchase Price as 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, including enter upon the related Mortgage File Premises and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller take possession of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or substitutions forconversion, 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 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 (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the related securitization proceeds) ofdebts 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 deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and distributions on or with respect deliver to Landlord a financing statement in form sufficient to perfect the security 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, the security interest herein granted being in addition and 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 future commercial lender of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges Tenant that it has no rights desires to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing attach and in the event that 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 Tenant's Personal Property for purposes of using same as collateral for a loan made to Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the Servicing Rights security interest granted to Landlord in this Section 21 to any commercial lender of Tenant that desires to attach 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 perfect a security agreement or other arrangement or other credit enhancement related interest in Tenant's Personal Property to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) secure a purchase money loan from said lender to Tenant for Tenant's purchase of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Tenant's Personal Property.
Appears in 1 contract
Sources: Lease Agreement
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) Grant of Security Interest and conveys all rights, title, Cross-Collateralization. Buyer and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties Sellers intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Loans and not loansloans from Buyer to Sellers secured by the Purchased 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, and, in any event, hereunder as loans and as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges all of Sellers' obligations to Buyer under this Agreement and hereby grantsthe Transactions entered into pursuant to this Agreement, assigns and pledges to Buyer both Sellers grant Buyer, on a fully perfected cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the indebtedness of Obligors and the Underlying Assets, including all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether Manufactured Homes now owned or hereafter acquired, now existing or hereafter created as collateral for Floorplan Loans and wherever located (collectivelyMH Loans, the “Repurchase Assets”):
(i) and all other collateral provided as security for the Purchased Mortgage Loans;
(ii) the Mortgage File ; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and Records related warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Purchased Mortgage Loans;
(iii) , Income, any and all Servicing Rights related Hedg▇▇, ▇▇l Insured Closing Letters and the Escrow Instructions covering any or all of the Loans, all Collections and the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to the Purchased Mortgage Loans;
(iv) , all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Facility Documents (Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to the extent payment of interest or finance charges and collateral securing such Facility Documents obligations, and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (Bingham Financial Services Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File and Records related to Records, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Repurchase Documents (to the extent such Facility Repurchase Documents and Seller’s the Sellers’ rights thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) , the Inbound Collection Account;
(xi) the Haircut Account;
(xii) , any Hedge Interest Rate Protection Agreements 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;
(xiii) , any accounts relating to any Purchased Mortgage Loan, and any other contract rights, deposit accounts (including any interest of Seller the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance USActive 5512618.10 -26- charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) , all collateral under any other secured debt facility (including, without limitation, any facility documented as between a repurchase agreement or similar purchase and sale agreement) between Seller or its their Affiliates on the one hand and the Buyer or and the Buyer’s Affiliates on the other;
(xvi) , and any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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, and wherever located (collectively, the “Repurchase Assets”). The foregoing provision is intended Notwithstanding the foregoing, Repurchase Assets shall not include any Servicing Rights, none of which shall be subject to constitute a any security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Codeinterest hereunder. Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and without the Servicing Rights applicable Seller’s signature thereon as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all Income relating to any Purchased Mortgage Loan;
(x) if any), Income, the Inbound Collection Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit 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), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended Seller agrees to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns In consideration of the covenants and conveys all rights, titleagreements contained herein, and interests inas a material consideration to Landlord for entering into this Lease, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Tenant hereby unconditionally grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer 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 Seller’s rightPremises and the security deposit, titleif 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 ingranted to Landlord hereunder secures payment and performance of all obligations of Tenant under this Lease now or hereafter arising or existing, towhether direct or indirect, absolute or contingent, or due or to become due. In the 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 rights, powers and remedies granted a secured party under the following, California Commercial Code and otherwise available at law or in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertyequity, including, but not limited to, any payments the right to retain as damages the personal property, security deposit and other funds held by Landlord, without additional notice or proceeds under any related primary insurance demand regarding this security interest. Tenant agrees that it will execute such other documents or hazard insurance;
(ix) all Income relating instruments as may be reasonably necessary to any Purchased Mortgage Loan;
(x) carry out and effectuate the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightspurpose and terms of this section, deposit accounts (or as otherwise reasonably requested by Landlord, including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accountsexecution of a UCC-1 financing statement. Tenant's failure to execute such documents within ten (10) or any interest in days after written demand shall constitute a material default by Tenant hereunder and, at Landlord's option, Landlord shall have the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includingright to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, without limitation, any facility documented constitute and irrevocably appoint Landlord as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofTenant's attorney-in-fact, and distributions on or with respect Landlord shall have the right to execute such documents in Tenant's name. Tenant hereby waives any rights it may have under Sections 1980 through 1991 of the foregoing; and
(xvii) any other property, rights, title or interests as California Civil Code which are specified on a Mortgage Loan Schedule and/or Transaction Request and/or inconsistent with Landlord's rights under this section. Landlord's rights under this section are in the EverBank Warehouse Electronic System. Seller acknowledges that it has no addition to Landlord's rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8section 5.
Appears in 1 contract
Sources: Standard Office Lease (United Panam Financial Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Purchased Mortgage Loans as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Warehouse Electronic System; the Records related to the Purchased Mortgage Loans; the Program Documents (to the extent such Program Documents and Seller’s rightright thereunder relate to the Purchased Mortgage Loans); any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Mortgage Loan; any Closing Protection Letter, titleescrow letter or settlement agreement relating to any Purchased Mortgage Loan; any Servicing Rights relating to any Purchased Mortgage Loan; 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 or hazard insurance; any Income relating to any Purchased Mortgage Loan; the Custodial Account; the Inbound Account; the Haircut Account; any Hedge Agreements relating to any Purchased Mortgage Loan; and any other contract rights, accounts (including any interest inof Seller in escrow accounts) and any other payments, torights 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, and under without limitation, any other accounts) or any interest in the followingPurchased Mortgage Loans, in all instances instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage LoansLoan. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing ‑9‑ 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereonappropriate in its sole good faith discretion. Seller shall pay the out-of-pocket searching and filing costs incurred by Buyer and its counsel for any financing statement or statements prepared or searched pursuant to to, and in accordance with, this Section 8Agreement.
Appears in 1 contract
Security Interest. 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, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer GBC a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any Borrower's interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 instancesfollowing, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision and wherever located (collectively, the "Collateral"): All Inventory, Equipment, Receivables, Investment Property and General Intangibles*, including, without limitation, all of Borrower's Deposit Accounts, all money, all collateral in which GBC is intended to constitute granted a security agreement interest pursuant to any other present or other arrangement future agreement, all property now or other credit enhancement at any time in the future in GBC's possession, and all proceeds (including proceeds of any insurance policies, proceeds of letters of credit, proceeds of proceeds and claims against third parties), all products of the foregoing, and all books and records related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) any of the Bankruptcy Codeforegoing. Seller hereby authorizes Buyer to file such financing statement or statements relating to * GBC'S SECURITY INTEREST IN ANY PRESENT OR FUTURE TECHNOLOGY (INCLUDING PATENTS, TRADE SECRETS, AND OTHER TECHNOLOGY) SHALL BE SUBJECT TO ANY LICENSES OR RIGHTS NOW OR IN THE FUTURE GRANTED BY THE BORROWER TO ANY THIRD PARTIES IN THE ORDINARY COURSE OF BORROWER'S BUSINESS; PROVIDED THAT IF THE BORROWER PROPOSES TO SELL, LICENSE OR GRANT ANY OTHER RIGHTS WITH RESPECT TO ANY MATERIAL TECHNOLOGY OF BORROWER IN A TRANSACTION THAT, IN SUBSTANCE, CONVEYS A MAJOR PART OF THE ECONOMIC VALUE OF THAT TECHNOLOGY, GBC SHALL FIRST BE REQUESTED TO RELEASE ITS SECURITY INTEREST IN THE SAME, AND GBC MAY WITHHOLD SUCH RELEASE IN ITS REASONABLE DISCRETION. TRANSFERS OF TECHNOLOGY PURSUANT TO THE Language indicated as being shown by strike out in the Repurchase Assets and typeset document is enclosed in brackets [ * ] in the Servicing Rights as Buyerelectronic format. 2 GREYROCK BUSINESS CREDIT LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- SETTLEMENT AGREEMENT BETWEEN BORROWER AND DIGITAL EQUIPMENT CORPORATION DATED DECEMBER 4, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 81992 SHALL NOT REQUIRE THE CONSENT OF GBC.
Appears in 1 contract
Security Interest. On To secure payment and performance of its Liabilities, each Purchase DateBorrower hereby grants to Agent, Seller for the benefit of Agent, the Lenders and the Issuing Bank, a right of setoff against and a continuing security interest (and Rail and Deco hereby sellsconfirm, assigns acknowledge, continue and conveys ratify in all rightsrespects the right of setoff and security interest granted under the Original Agreement and Security Agreement, titlerespectively, and all other Financing Agreements executed in connection therewith) in and to all of the property, and interests inin property, toof such Borrower, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule whether real or as to which Buyer otherwise pays the Purchase Price as provided hereinpersonal, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredacquired by such Borrower and wheresoever located, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
including without limitation: (i) the Purchased Mortgage Loans;
Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
Inventory; (iii) all Servicing Rights related to the Purchased Mortgage Loans;
Equipment; (iv) the Facility Documents such Borrower's deposit accounts (to the extent general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
Borrower maintains deposits; (v) such Borrower's monies, and any Property relating to and all other property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of Agent or any Purchased Mortgage Loan Lender or the related Mortgaged Property;
any agent or affiliate of Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds of or 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xviivii) insurance proceeds relating to any other key man life insurance policy covering the life of any director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and records relating to any of the foregoing; and (x) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing; provided, however, that the foregoing property, rightsand interest in property, title or interests shall not include the Excluded Property so long as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that it has no rights to service immediately and automatically (without the Purchased Mortgage Loans. Without limiting need for any further action) upon the generality repayment of all of the foregoing indebtedness and in the event that Seller obligations for which any Excluded Property 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets collateral and the Servicing Rights as Buyerrelease by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, at its option, may deem appropriate, without such Excluded Property shall be Collateral securing the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Liabilities.
Appears in 1 contract
Sources: Loan and Security Agreement (Abc Rail Products Corp)
Security Interest. (i) On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Asset (including all Underlying Mortgage Loans identified on Loans) and the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Asset (including all of Underlying Mortgage Loans), the Seller’s rightUnderlying Mortgage Loans, titlethe Loan Records, the Servicing Records, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Asset and Underlying Mortgage Loans;
(iv) , the Facility Documents (to the extent such Facility Documents and Seller’s rights right thereunder relate to the Purchased Asset and Underlying Mortgage Loans);
(v) , any Property relating to the Purchased Asset, any Purchased Underlying Mortgage Loan or the related Mortgaged Property;
(vi) , any Takeout Take-out Commitments relating to any Purchased Underlying Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , all insurance policies and insurance proceeds relating to any Purchased Underlying 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;
(ix) all , any Income relating to the Purchased Asset and any Purchased Underlying Mortgage Loan;
(x) , the Inbound Collection Account;
(xi) , the Haircut Wet Funding Account;
(xii) , any Hedge Agreements relating to the Purchased Asset and any Purchased Underlying Mortgage Loan;
(xiii) , and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles and proceeds to the extent that any of the foregoing relates to the Purchased Asset and any Purchased Underlying Mortgage Loan,
(xiv) Loan and any other assets relating to the Purchased Asset and any Underlying Mortgage Loans Loan (including, without limitation, any other deposit accounts) or any interest in the Purchased Asset and the Underlying Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Mortgage Loan Schedule and/or Transaction Request and/or 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 “Seller Repurchase Assets”).
(ii) In order to further secure the Obligations hereunder, Trust Subsidiary, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of its Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Trust Subsidiary’s rights, title and interest in the EverBank Warehouse Electronic System. Subsidiary Owned Assets, the Loan Records, the Servicing Records, and all Servicing Rights related to the Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and Trust Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, any Take-out Commitments relating to any Subsidiary Owned Asset, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Wet Funding Account, any Hedge Agreements relating to any Subsidiary Owned Asset, and any other contract rights, accounts (including any interest of Trust Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to any Subsidiary Owned Asset (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt 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 “Trust Subsidiary Assets” and, together with the Seller Repurchase Assets, the “Repurchase Assets” and collectively with the Guarantor Pledged Assets, the “Combined Repurchase Assets”).
(iii) To the extent that any of the Seller Parties subsequently conveys, sells and/or distributes in kind any Subsidiary Owned Asset to any of the other Seller Parties, each acknowledges that such conveyance, sale and/or distribution in kind of Subsidiary Owned Assets is subject to the Lien of Buyer created hereby and on the applicable Purchase Date.
(iv) The parties acknowledge and agree that each Seller Party, as applicable, (A) is acquiring the Subsidiary Owned Assets and Underlying Mortgage Loans subject to and subordinate to Buyer’s security interest, (B) is granting a Lien to Buyer as partial consideration for the acquisition of such Subsidiary Owned Assets and Underlying Mortgage Loans from another of the Seller Parties hereto or in consideration of the proceeds of the Transaction from the Buyer and (C) hereby grants, assigns and pledges all rights and interests to Buyer as security for the performance of the Obligations hereunder.
(v) Each Seller Party acknowledges that it has no rights to service the Purchased Underlying Mortgage LoansLoan but only has rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that any Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, such Seller Party 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. .
(vi) The foregoing provision is grants of security interests set forth in this Section 8(a), including, without limitation, the security interests granted by Trust Subsidiary with respect to the Subsidiary Owned Assets and by the Seller Parties with respect to the Servicing Rights and proceeds related thereto, are intended to constitute a security agreement or other arrangement or other credit enhancement related to the this Agreement and Transactions transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(7)(A)(xi) of the Bankruptcy Code. .
(vii) Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Combined Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns To secure the payment and conveys performance of all rights, titleof the Obligations when due, and interests in, to, and the performance of each of the Borrower's duties under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights this Agreement and all Income therefrom. Although the parties intend that 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Silicon a fully perfected first priority continuing security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any Borrower's interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 instancesfollowing, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, all of Borrower's Deposit Accounts, and all money, and all property now or at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). Subject to this Section 2.1, Section 8 of the Schedule and the definition of Permitted Liens, the security interest granted herein shall be a first priority security interest in the Collateral. The Collateral may also be subject to Permitted Liens. Borrower may also maintain Deposit Accounts and securities accounts at other financial institutions in accordance with the Section 8 of the Schedule, Silicon may, while an Event of Default continues, place a "hold" on any Deposit Account pledged as collateral. Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which the Borrower is the 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. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or hereafter createdentered into in the future. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Exim Eligible Foreign Accounts (as such terms are defined in the Exim Agreement) related thereto is subject to and subordinate to the security interest granted to Silicon in the Exim Agreement with respect to such Exim Eligible Foreign Accounts, but only to the extent any advances are actually made to the Borrower under the Exim Agreement based upon such Exim Eligible Foreign Accounts. If Borrower shall at any time, acquire a commercial tort claim in excess of $250,000, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Silicon. The foregoing provision is intended Collateral, however, does not include Intellectual Property. Notwithstanding the foregoing, the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to constitute a security agreement any of the Intellectual Property. As used herein, (i) "Intellectual Property" means: any and all Copyrights, any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held, any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held, all Mask Works or similar rights available for the protection of semiconductor chips, all Patents; any Trademarks, all licenses or other arrangement rights to use any of the Copyrights, Patents, Trademarks, or other credit enhancement related Mask Works, and all amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; (ii) "Copyrights" means any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held; (iii) "Mask Works" means all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; (iv) "Patents" means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same and (v) "Trademarks" means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. Notwithstanding the foregoing, with respect to the Agreement and Transactions hereunder as defined shares of stock of Borrower's subsidiaries organized under Sections 101(47)(v) and 741(7)(x) a jurisdiction outside of the Bankruptcy CodeUnited States (each, a "Foreign Subsidiary"), the term Collateral shall include only 65% of the shares owned by Borrower in each such Foreign Subsidiary. Seller hereby authorizes Buyer to file such financing statement or statements relating to Notwithstanding the Repurchase Assets and foregoing, the Servicing Rights as Buyer, at its option, may deem appropriate, without Collateral shall not include the signature of Seller thereonNew Accenture Collateral. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------
Appears in 1 contract
Sources: Loan and Security Agreement (Aspen Technology Inc /De/)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) As security for the payment and conveys performance of any and all rights, title, of the Indebtedness and interests in, to, the performance of all other obligations and covenants of Borrower hereunder and under the Purchased Mortgage Loans identified on the related Mortgage other Loan Schedule Documents, certain or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredcontingent, now existing or hereafter created and wherever located (collectivelyarising, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related which are now, or may at any time or times hereafter be owing by Borrower to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertyBank, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and Borrower hereby pledges to Buyer Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of Borrower in and to the Servicing Rights and proceeds related thereto and in all instancesCollateral, whether now owned or hereafter acquiredacquired by Borrower.
(b) Except as herein or by applicable law otherwise expressly provided, now existing Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter createdto preserve any rights therein against prior parties, and Borrower agrees to take such steps. The foregoing provision is intended In any case Bank shall be deemed to constitute have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and Bank's omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security agreement interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising.
(c) Bank may at any time and from time to time after a Default, with or without notice to Borrower, (i) transfer into the name of Bank or the name of Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other arrangement obligor of any Collateral to make payment thereon direct to Bank of any amounts due or other credit enhancement related to become due thereon and (iii) receive and after a Default direct the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) disposition of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature any proceeds of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Bradley Pharmaceuticals Inc)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights 's right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (ixwhich interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts)) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 createdcreated (collectively, the "Repurchase Assets"). The foregoing provision is intended Sellers agree to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of Sellers hereby authorize the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller The 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. On each Purchase Date, Seller Section 8 of the Existing Master Repurchase Agreement is hereby sells, assigns amended by deleting clause (a) in its entirety and conveys all rights, title, and interests in, to, and under replacing it with the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. following (modified text underlined for review purposes):
a. 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , any Agency Security or right to receive such Agency Security when issued to the Mortgage File and Records related to extent backed by any of the Purchased Mortgage Loans;
, the Records (iii) including, without limitation, copies of all Servicing Rights related to documentation in connection with the underwriting and origination of any Purchased Mortgage Loans;
(iv) Loan that evidences compliance with the Facility Documents Ability to Repay Rule and the QM Rule), all related Servicing Rights, the Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Purchase Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) if any), Income, the Securities Account and all Income relating amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection Agreements to any the extent of the Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsLoans protected thereby, deposit 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), all collateral, however defined, securing any other agreement between Seller, Guarantor or any of their Affiliates on the one hand and Buyer or any of its Affiliates on the other hand, general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsTrust Receipt, 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 created (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all servicing rights related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to , the Purchased Mortgage Loans;
(iv) the Facility Repurchase Documents (to the extent such Facility Repurchase Documents and the Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) , any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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 insurance, hazard insurance;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) , the Inbound Collection Account;
(xi) the Haircut Account;
(xii) , any Hedge Interest Rate Protection Agreements relating to any Purchased Mortgage Loan;
(xiii) , and any other contract rights, deposit accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing forgoing relates to any Purchased Mortgage Loan,
(xiv) Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) , all collateral under any other secured debt facility evidencing Recourse Indebtedness (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other;
(xvi) , and any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights and Exception Report with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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 createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets and as the Servicing Rights as Buyer, at its optionoption and in good faith, may deem appropriate, without the signature of Seller thereon. 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 (Taberna Realty Finance Trust)
Security Interest. On each Purchase DateYou agree that you will not allow any security interest, Seller hereby sellsmortgage, assigns charge, pledge, lien or other encumbrance to subsist or be created over any Custody Assets other than any security interest created in favour of Société Générale under these Custody Terms and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, Conditions (including the related Mortgage File and Servicing Rights and all Income therefromCharge). 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, as As continuing security for the performance by Seller proper payment and discharge of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of obligations, actual or contingent, present or future, for payment or delivery (including interest, costs, charges and other expenses) (the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredSecured Obligations), now existing or at any time hereafter created becoming due or owing to Société Générale from you or SCMD (acting on your behalf in connection with the Customer Custody Services) in respect of your Custody Assets, pursuant to or in connection with the Customer Custody Services, you hereby grant a charge to Société Générale over the Custody Assets (the Charge). In the event of a failure by you or by SCMD when acting on your behalf to pay or discharge the Secured Obligations in accordance with these Custody Terms and wherever located (collectivelyConditions, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File Charge shall become immediately enforceable and Records related Société Générale may exercise any right or remedy available to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertya secured party under applicable law, including, but not limited to, the right to sell the Custody Assets subject to the Charge as soon as reasonably possible in accordance with applicable law, free from any payments claim or proceeds under right of any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsnature whatsoever, deposit accounts (including any interest equity or right of Seller redemption and to apply the proceeds from the sale in escrow accountssatisfaction of any amounts owed by you or SCMD when acting on your behalf in connection with the Customer Custody Services. Neither you nor SCMD is entitled to, nor is Société Générale required to give, any prior notice of default or a prior notice of the sale (except any notice that is required under applicable law and cannot be waived), paymentsbut Société Générale shall use its reasonable endeavours to give notice to SCMD of such sale either prior to such sale or as soon as reasonably practicable afterwards. You shall, rights at your own expense, execute and do all such assurances, acts and things as Société Générale may reasonably require for perfecting or protecting the charge over the Custody Assets or for exercising the Charge. Where you or SCMD have requested that Société Générale deliver Custody Assets to payment (including payments of interest you or finance charges), at your instruction and general intangibles there are outstanding amounts owing to Société Générale from you or SCMD pursuant to the extent that any provisions of the foregoing relates these Custody Terms and Conditions, Société Générale may refuse to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest deliver such Custody Assets until such amounts have been paid in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8full.
Appears in 1 contract
Sources: Terms and Conditions
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File Records, and Records all related to servicing rights, the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and, Income, the Collection Account, Interest Rate Protection Agreements (ixwhich interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts)) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), and ) general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Trust Receipt and in the event that Seller is deemed to retain any residual Servicing RightsCertification, 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 createdcreated (collectively, the “Repurchase Assets”). The foregoing provision is intended Sellers agree to constitute a execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security agreement or other arrangement or other credit enhancement related to interest created hereby. Furthermore, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of Sellers hereby authorize the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller The 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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as As security for the full and prompt payment and performance by Seller of its the Secured Obligations, Seller each Pledgor hereby pledges unconditionally pledges, transfers, conveys, grants and assigns to Buyer and hereby grantsthe Trustee, assigns and pledges to Buyer for the benefit of the Noteholders, a fully perfected first priority continuing security interest in and security title to all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether following property now owned or at any time hereafter acquiredacquired by such Pledgor or in which such Pledgor now has, now existing or hereafter created and wherever located may acquire in the future, any right, title or interest thereto (collectively, the “Repurchase AssetsPledged Collateral”):
(ia) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts Pledged Interests (including any interest of Seller in escrow accounts)the Additional Pledged Interests) and all substitutions therefor and replacements thereof, paymentsall proceeds thereof and all rights relating thereto, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accountscertificates representing the Pledged Interests (including the Additional Pledged Interests), subject to the Intercreditor Agreement, (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of the Trustee or any interest of its nominees, (ii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests) and (iii) the right to require that same be delivered to the Trustee together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Pledgor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Pledgor; provided, however, that the Pledged Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is not a U.S. Subsidiary or any U.S. Subsidiary that is a limited liability company or limited partnership which has no other assets other than Equity Interests of any Subsidiary that is not a U.S. Subsidiary; provided, further, that (x) shares of capital stock and other Equity Interests will constitute Pledged Interests only to the extent that such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental regulatory agency); (y) in the Purchased Mortgage Loansevent that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental regulatory agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Interests, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Interests, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such capital stock or other Equity Interests to constitute Pledged Interests without the filing with the SEC (or any other governmental regulatory agency) of separate financial statements of such Subsidiary, then such capital stock and other Equity Interests shall automatically be deemed to be Pledged Interests but only to the extent necessary to not be subject to any such financial statement requirement;
(xvb) all collateral of such Pledgor’s rights, powers and remedies under the limited liability company operating agreements of the Pledged Companies that are limited liability companies (collectively, the “Operating Agreements”) and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the “Partnership Agreements”); and
(c) to the extent not otherwise included, all proceeds of any other secured debt facility (includingand all of the foregoing. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any facility documented as a repurchase agreement indemnity or similar purchase and sale agreement) between Seller guaranty payable to the Pledgors or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or Trustee from time to time with respect to any of the foregoing; and
Pledged Collateral. Each Pledgor has delivered to and deposited with ING Capital LLC (xviii) as administrative agent (the “Administrative Agent”) under the Credit Agreement (as further amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof, by and among the Company, the Administrative Agent, the Guarantors and the various financial institutions party thereto, and (ii) as bailee of the Trustee on behalf of the Noteholders under the Intercreditor Agreement (or will deliver and deposit (in any other propertyevent within five (5) Business Days of such Pledgor’s receipt thereof) with the Administrative Agent or the Trustee, as the case may be, in accordance with Section 4 hereof) all certificates representing the Pledged Interests owned by such Pledgor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates. In addition, each Pledgor hereby authorizes the filing of appropriate Uniform Commercial Code financing statements describing the Pledged Collateral (including any Additional Pledged Interests) in order to perfect the Trustee’s security interest therein. It is the intention of the parties hereto that record and beneficial ownership of the Pledged Collateral, including, without limitation, all voting, consensual and dividend rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or shall remain in the EverBank Warehouse Electronic System. Seller acknowledges that it has no applicable Pledgor until the occurrence of an Event of Default and until the Administrative Agent or the Trustee, as the case may be in accordance with the Intercreditor Agreement, shall notify the applicable Pledgor of the Administrative Agent’s or Trustee’s, as the case may be, exercise of voting and consensual rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared Pledged Collateral pursuant to this Section 811 hereof.
Appears in 1 contract
Security Interest. On Borrower and each Purchase DateGuarantor hereunder each a “Secured Guarantor”, Seller provided, however, that each reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby sellsgrants to Lender, assigns and conveys all rightsthe secured party hereunder, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in and to any and all Collateral as defined and described below to secure the prompt and complete payment and performance of the Seller’s rightall debts, titleliabilities and obligations of Borrower to Lender hereunder, and interest inalso any and all other debts, toliabilities and obligations of Borrower to Lender of every kind and description, and under the followingdirect or indirect, in all instances whether now owned absolute or hereafter acquiredcontingent, primary or secondary, due or to become due, now existing or hereafter created and wherever located (collectivelyarising, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, any all interest, other deposit accounts) fees and expenses under or any interest related to the Loan (all of the preceding being the “Obligations”). The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s (defined in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includingSection 10), assets and property, whether now owned by or owing to, or hereafter acquired by or arising in favor of Borrower and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
: (xvia) any and all replacements amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (i) letter of credit rights, (j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral. The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions forfor and replacements, proceeds (including stock rights), insurance proceeds and products of the related securitization proceedsforegoing subsections (a) ofthrough (r), together with all books and records, customers lists, credit files, computer files, programs, printouts, and distributions on other computer materials and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or with respect relating to any of the foregoing; and
(xvii) . Loan # 1▇▇▇▇▇▇▇▇▇ CELL SOURCE, INC. et al see addendum Lender disclaims any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 household goods in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision which Lender is intended to constitute forbidden by applicable law from taking a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8interest.
Appears in 1 contract
Sources: Business Loan and Security Agreement (Cell Source, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as A. Borrower grants to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Crestmark a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredits assets, now existing or hereafter created and 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“Collateral”), to secure repayment of the Obligations (“Repurchase AssetsSecurity Interest”):). The 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 them in the Uniform Commercial Code as adopted in the state of Michigan (“UCC”). Without limiting the 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.
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 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 Purchased Mortgage Loans;
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 Account Debtors; (ii) Borrower must cooperate with Crestmark in obtaining control of any Collateral in the Mortgage File and Records related to the Purchased Mortgage Loans;
possession of third persons, particularly Collateral consisting of Deposit Accounts, Investment Property, Letter of Credit Rights or other Collateral which is evidenced by electronic entries; (iii) all Servicing Rights related except for the right of Borrower to sell its Inventory in the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan ordinary course of business, Borrower shall not sell or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that transfer any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Collateral or grant any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file not such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (SMG Indium Resources Ltd.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as 3.1 As security for the performance by Seller prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of its all the Secured Obligations, Seller hereby pledges each Obligor grants to Buyer and hereby grantsthe Lender, assigns and pledges to Buyer for its benefit, a fully perfected first priority security interest in all of the Seller’s rightsuch Obligor’▇ ▇▇▇▇▇, title, and interest in, to, in and under to the following, in all instances following personal property whether now owned or hereafter acquiredacquired or in which such Obligor now has or at any time in the future may acquire any right, now existing title or hereafter created interest and wherever located and all proceeds and products thereof (collectively, the “Repurchase AssetsCollateral”):
): all goods, Accounts (i) the Purchased Mortgage Loans;
including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loansexcept as provided below);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, includingCollateral IP, but not limited tocommercial tort claims, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsdocuments, deposit accounts instruments (including any interest of Seller in escrow accountspromissory notes), payments, rights to payment chattel paper (including payments of interest whether tangible or finance chargeselectronic), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (includingcash, without limitation, any other deposit accounts) , certificates of deposit, fixtures, letters of credit rights (whether or any interest in not the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includingletter of credit is evidenced by a writing), without limitationsecurities, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any securities accounts, securities entitlements and all replacements or substitutions forother investment property, proceeds (including the related securitization proceeds) ofsupporting obligations, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 instancesfinancial assets, 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 the Agreement wherever located; and Transactions hereunder as defined under Sections 101(47)(v(ii) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements all Obligor’s Books relating to the Repurchase Assets foregoing, and any and all claims, rights and interests in any of the Servicing Rights above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any Excluded Intellectual Property and (ii) any joint venture agreement, or limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement.
3.3 Parent shall, as Buyersecurity for the Secured Obligations, at its optioncause each Subsidiary Guarantor to grant to the Lender, a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as the Lender may deem appropriaterequire.
3.4 Each Obligor hereby authorizes Lender to file financing statements, without notice to Obligor, with all jurisdictions deemed necessary or appropriate by Lender to perfect or protect Lender’s ▇▇▇▇▇est or rights hereunder. Such financing statements may indicate the signature Collateral as “all assets of Seller thereon. Seller shall pay the filing costs for any financing statement Debtor” or statements prepared pursuant to this Section 8words of similar effect.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under (a) To secure the Purchased Mortgage Loans identified on prompt payment to Lender of the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller Existing Borrowers hereby pledges acknowledge, confirm and agree that Lender has and shall continue to Buyer and hereby grants, assigns and pledges to Buyer have a fully perfected first priority continuing security interest in and upon all of the Seller’s right, titleCollateral heretofore granted to Lender pursuant to the Second Amended Loan Agreement, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertynot otherwise granted thereunder, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans each Borrower (including, without limitation, any other deposit accountsInternational) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includinghereby assigns, without limitation, any facility documented as pledges and grants to Lender a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a continuing security interest in the Servicing Rights and proceeds related thereto and in to all instancesof its Collateral, whether now owned or hereafter acquired, now existing or hereafter createdacquired or arising and wheresoever located (whether 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 foregoing grant, whether or not the same appears therein.
(b) Lender may file one or more financing statements, continuation statements and amendments thereto disclosing Lender's security interest in the Collateral and 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 financing statements and modifications filed by Lender. The foregoing provision is intended to constitute parties agree that a security agreement carbon, photographic or other arrangement reproduction of this Agreement shall be sufficient as a financing statement. If any Receivable becomes evidenced by a promissory note or any other credit enhancement related instrument for the payment of money, Borrowers will immediately deliver such instrument to Lender appropriately endorsed or assigned.
(c) Each Borrower hereby confirms and ratifies the Lender's authorization to file all UCC financing statements filed by Lender with respect to such Borrower on or prior to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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. On each the Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rightsright, title, title and interests in, to, and under interest in the Purchased Mortgage Loans identified on Assets to the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromextent 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, and in any event, 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 Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest in, to, and under in the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyPurchased Assets, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) Records, all Servicing Rights related to the Purchased Mortgage Loans;
Assets (iv) 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 Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) Asset, the Inbound Collection Account;
(xi) , the Haircut Servicer Accounts, the Securities Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) , the Payment Account, the Servicing Agreements, and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Assets and the Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as are specified on a repurchase agreement or similar purchase Confirmation and/or Trust Receipt and sale agreement) between Seller or its Affiliates on the one hand Asset Detail and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofException Report, and any proceeds and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans“Repurchase Assets”). Without limiting the generality of the foregoing and in the event that 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. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. 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 Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (Finance of America Companies Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as i. As security for the performance by Seller the Borrower of its all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, Seller the Borrower hereby pledges grants to Buyer and hereby grantsthe Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in all of the SellerBorrower’s right, title, title and interest in, to, to and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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, and wherever located (collectively, the “Collateral”):
(i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;
(ii) the Related Security with respect to the Pledged Timeshare Loans;
(iii) the Account Collateral;
(iv) all Hedge Collateral;
(v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement;
(vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, 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, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing;
(vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit DB1/ 121185831.1121185831.9 54 rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and
(viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the “Hilton Grand Vacations at the Crane” Resort.
ii. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller Borrower hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any of financing statement statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or statements prepared pursuant assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 82.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the Repurchase Assets related Mortgage File and Servicing Rights and all Income therefromthereto. 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, and in any event, event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets;
(ii) the Records related to the Purchased Assets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Assets; LEGAL02/44212932v3
(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 Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Asset;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements relating to any Purchased Asset;
(xiv) any other contract rights, accounts (including any interest of Seller 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 Purchased Asset;
(xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi) 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
(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Seller’s right, title, and interest in, to, and under the followingforegoing, in all instances instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. On each Purchase DateThis Mortgage shall, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided hereinany equipment and other Personal Property covered hereby, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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, and Mortgagors, as debtors, hereby grant to Mortgagee, as secured party, a security interest therein pursuant to the Massachusetts Uniform Commercial Code. Mortgagors agree, upon request of Mortgagee, to furnish an inventory of Personal Property owned by Mortgagors and subject to this Mortgage and, upon request by Mortgagee, to execute any supplements to this Mortgage, any separate security agreement and any financing statements and continuation statements in order to include specifically said inventory of Personal Property or otherwise to perfect the security interest granted hereby, subject always to the limitation of liability provided for in Section 16 of the Note. Upon any Event of Default, Mortgagee shall have all of the rights and remedies provided in said Code or otherwise provided by law or by this Mortgage, including but not limited to the right to require Mortgagors to assemble such Personal Property and make it available to Mortgagee at a place to be designated by Mortgagee which is reasonably convenient to both parties, the right to take possession of the Personal Property with or without demand and with or without process of law and the right to sell and dispose of the same and distribute the proceeds according to law. The parties hereto agree that any requirement of reasonable notice shall be met if Mortgagee sends such notice to Mortgagors at least ten (10) days prior to the date of sale, disposition or other arrangement or other credit enhancement related event giving rise to the Agreement required notice, and Transactions hereunder as defined under Sections 101(47)(v) that the proceeds of any disposition of any such Personal Property may be applied by Mortgagee first to the reasonable expenses in connection therewith, including reasonable attorneys' fees and 741(7)(x) legal expenses incurred, and then to payment of the Bankruptcy Indebtedness. With respect to the Personal Property that has become so attached to the Real Property that an interest therein arises under the real property law of the Commonwealth of Massachusetts, this Mortgage shall also constitute a financing statement and a fixture filing under the Massachusetts Uniform Commercial Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to Mortgagors are the Repurchase Assets record owners of the Real Property and the Servicing Rights addresses of Mortgagors and Mortgagee are as Buyer, at its option, may deem appropriate, without set forth on the signature first page of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Mortgage.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Beacon Properties Corp)
Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, of its rights and interests in, to, and under in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all the Purchased Assets, 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 Seller’s rightPurchased Assets, titlethe Records, and interest inall Servicing Rights, toIncome, Ancillary Income and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records Advance Reimbursements related to the Purchased Assets, Mortgage Loans;
(iii) all Servicing Rights Files related to the Purchased Mortgage Loans;
(iv) Assets, the Facility Documents (to the extent such Facility Documents and Seller’s Sellers’ rights thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property;
(vi) , any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Asset, 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;
, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all if any), any Income relating to any Purchased Mortgage Loan;
(x) Asset, any Interest Rate Protection Agreements to the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements extent relating to any Purchased Mortgage Loan;
(xiii) Asset, and any other contract rights, deposit accounts (including any interest of any Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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;
(xvi) , and all substitutions or replacements of any and all replacements or substitutions for, of the foregoing and any proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights Trust Receipt and Custodian Asset Transmission with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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 createdcreated (collectively, the “Primary Repurchase Assets”).
(ii) In order to further secure the Obligations, each of POP and 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 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 created (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 the this Agreement and Transactions transactions hereunder as defined under Sections 101(47)(vSection 101(47)(A)(v) and 741(7)(x741(7)(A)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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. On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, of its rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the Repurchase Assets related Mortgage File and Servicing Rights and all Income therefromthereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and, and in any event, event each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”)::
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Program Documents (to the extent such Facility Program Documents and such Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(viv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(viv) any Takeout Commitments relating to any Purchased Mortgage Loans;
(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter Servicing Rights, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan;
(viii) 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 insuranceinsurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any, including, for the avoidance of doubt, all debenture interest payable to HUD on account of a ▇▇▇▇▇▇ ▇▇▇ Early Buyout Loan);
(ix) all any Income relating to any Purchased Mortgage Loan;
(x) the Inbound Custodial Account;
(xi) the Haircut AccountWarehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan;
(xiiixiv) any other contract rights, deposit accounts (including any interest of such Seller in escrow accounts), ) and any other payments, and rights to payment (including payments of interest or finance charges), and general intangibles ) to the extent that any of the foregoing relates to any Purchased Mortgage Loan,;
(xivxv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds chattel paper (including electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in each case to the related securitization proceeds) of, and distributions on or with respect extent that the foregoing specifically relates to any of the foregoingPurchased Mortgage Loans; and
(xvii) any other propertytogether with all accessions and additions thereto, rightssubstitutions and replacements therefor, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or and all products and proceeds of the foregoing, in all instances to the EverBank Warehouse Electronic System. Seller acknowledges extent that it has no rights the foregoing specifically relates to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Loans and in the event that 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 created and wherever located (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the 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, and, in any event, as security for the payment and performance by Seller of its Obligationsobligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness hereunder and under the other Transaction Documents, Seller hereby pledges to Buyer 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 Seller has rights or power to transfer rights and all of the Seller’s rightMortgage Assets in which Seller later acquires ownership, title, and interest in, to, and under other rights or the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the power to transfer rights. “Repurchase Mortgage Assets”):
” means (i) the Purchased Mortgage Loans;
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 File Note and Records Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property related to the such Purchased Mortgage Loans;
, (iii) all Servicing Rights related to the Liens securing repayment of such Purchased Mortgage Loans;
, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Facility Documents Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
, (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets Hedging Arrangements relating to the Purchased Mortgage Loans Loans, (includingviii) the Income Account (together with all interest on the Income Account, without limitationall modifications, extensions and increases of the Income Account, and all sums now or at any other time hereafter on deposit accounts) or any interest in the Purchased Mortgage Loans;
Income Account or represented by the Income Account), and (xvix) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Mortgage Assets and the Servicing Rights as Buyer, at its option, Buyer may deem appropriate, without and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer reasonably deems necessary or appropriate to perfect and continue the signature of Seller thereonLien granted hereby and to protect, preserve and realize upon the Mortgage Assets. Seller shall pay all out-of-pocket fees and expenses reasonably incurred by Seller in connection with perfecting such Liens including, without limitation, 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 sole discretion.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns To secure the performance and conveys all rights, title, and interests in, to, and under payment of the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights Indebtedness and all Income therefrom. Although the parties intend that all Transactions hereunder be sales of Borrower's existing and purchases and not loansfuture obligations to Lender whether arising under or related to this Agreement or otherwise, in the event any such Transactions are deemed Borrower hereby grants to be loans, and, in any event, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority continuing security interest in and to all of the Seller’s rightfollowing property of Borrower, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created arising or acquired and wherever located regardless of where located: Contracts; Contract Debtor Documents; Contract Rights; payments from Contract Debtor bank accounts; chattel paper; leases; installment sale contracts; installment loan contracts; payments from chattel paper obligors; security deposits; Motor Vehicles (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File including but not limited to cars and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents trucks); certificates of title; contract purchase discounts; accounts; general intangibles; security interests; collateral securing chattel paper; dealer agreements; dealer reserves and rate participation (to the extent such Facility Documents that Borrower has an assignable interest therein); rights of Borrower related to installment contracts, motor vehicles, and Seller’s collateral securing chattel paper; documents; instruments; deposit accounts; electronic funds transfers, equipment; inventory; parts and accessories for motor vehicles; payments from account debtor bank accounts; reserve accounts; insurance policies, and benefits and rights thereunder relate to under insurance policies, which Borrower is solely or jointly the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan owner of, insured under, the lienholder or loss payee under, or the related Mortgaged Property;
(vi) beneficiary of, and all payments and property of any Takeout Commitments relating to kind, now or at any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan time or times hereafter, in the related Mortgaged Propertypossession or under the control of Lender, including, but not limited or a bailee of Lender; accessions to, any payments or substitutions for and all replacements, products and proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsof, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans property; and books and records (including, without limitation, any financial statements, accounting records, customer lists, credit files, computer programs, electronic data, print-outs and other deposit accountscomputer materials and records) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect of Borrower pertaining to any of the foregoing; and
foregoing property. The granting of the security interest in this Agreement does not disrupt the continuity of the existing security interest previously granted to Lender (xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or described in the EverBank Warehouse Electronic SystemPrior Agreement); it merely continues the existing security interest. Seller acknowledges that it has no rights to service If before the Purchased Mortgage Loans. Without limiting the generality execution of this Agreement Lender released its security interest in property of the foregoing and in Borrower or consented to the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer Borrower granting a security interest in its property to another Person, this Section 6.0 does not change 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) provisions of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement release or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8consent.
Appears in 1 contract
Sources: Motor Vehicle Installment Contract Loan and Security Agreement (TFC Enterprises Inc)
Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all rightsright, titletitle and interest, including, with respect to the Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and interests inwith respect to the Servicing Retained Mortgage Loans, toall 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, and under in the Purchased Mortgage Loans identified Assets listed on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromextent 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, and in any event, 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 Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the each Seller’s rightrights, title, title and interest in, to, and under in the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyPurchased Assets, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) Assets, all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents Assets (to the extent such of its rights therein), each Facility Documents Document and Seller’s rights thereunder relate to the Purchased each Mortgage Loans);
(v) Loan Purchase Agreement, any Property relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) the Inbound Asset, each Collection Account;
(xi) the Haircut , each Servicer Custodial Account;
(xii) , each Holdback Account, each Collection Holdback Sub-Account, inin each case, all amounts deposited therein from time to time, any Hedge Agreements relating to Servicing Agreement, any Purchased Mortgage Loan;
(xiii) Subservicing Agreement, and any other contract rights, deposit including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Assets and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule Confirmation and/or Transaction Request and/or Trust Receipt 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. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the EverBank Warehouse Electronic SystemAgreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. Seller acknowledges that it has no rights to service The assets set forth in this clause (i) are the Purchased Mortgage Loans“Repurchase Assets”. Without limiting the generality of the foregoing and in the event that 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 the this Agreement and Transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(7)(A)(xi) of the Bankruptcy Code. Seller The Sellers hereby authorizes authorize Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem reasonable and appropriate, without the signature of Seller thereon. Seller The 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. On each Purchase Date, Seller Section 8 of the Existing Master Repurchase Agreement is hereby sells, assigns amended by deleting subsection (a) in its entirety and conveys all rights, title, and interests in, to, and under replacing it with the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. following:
(a) 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , any Agency Security or right to receive such Agency Security when issued to the Mortgage File and Records related to extent backed by any of the Purchased Mortgage Loans;
, the Records (iii) including, without limitation, copies of all Servicing Rights related to documentation in connection with the underwriting and origination of any Purchased Mortgage Loans;
(iv) Loan that evidences compliance with the Facility Documents Ability to Repay Rule and the QM Rule), all related Servicing Rights, the Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Purchase Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (ix) if any), Income, the Collection Account and all Income relating amounts held therein, the Over/Under Account and all amounts held therein, Underlying Interest Rate Protection Agreements to any the extent of the Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightsLoans protected thereby, deposit accounts (including any interest of Seller in escrow accounts), all of Seller’s right (but not its obligations), title and interest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights (but not its obligations) against and in respect of the Underlying Repurchase Counterparty related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges)) related to the Purchased Mortgage Loans, all collateral, however defined, securing any other agreement between Seller or Guarantor on the one hand and Buyer on the other hand, general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under , and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsTrust Receipt, 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 created (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. On This Agreement creates a valid security interest that is enforceable against the Collateral in which each Purchase Date, Seller hereby sells, assigns Borrower now has rights and conveys all will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights, title. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and interests ineach Borrower is the sole and complete owner of the Collateral, tofree from any Lien other than (a) Liens in favor of the Parent in respect of the Obligations hereunder, (b) statutory Liens for Taxes not yet delinquent and under the Purchased Mortgage Loans identified Liens for Taxes being contested in good faith or for which there are adequate reserves on the related Mortgage Loan Schedule or as financial statements of the Borrowers (if such reserves are required pursuant to which Buyer otherwise pays the Purchase Price as provided hereinGAAP), including the related Mortgage File (c) inchoate mechanics’ and Servicing Rights materialmen’s Liens for construction in progress, (d) workmen’s, repairmen’s, warehousemen’s and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, carriers’ Liens arising in the event ordinary course of business of any such Transactions Borrower, (e) zoning restrictions, utility easements, rights of way and similar Liens that are deemed to be loans, and, in imposed by any event, as security Governmental Authority having jurisdiction thereon or otherwise are typical for the performance by Seller applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (f) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of its Obligationsbusiness, Seller hereby pledges to Buyer and hereby grants(g) Liens reflected in the Company SEC Reports, assigns and pledges to Buyer a fully perfected first priority security interest in all (h) the Lien described on Section 5.17 of the Seller’s right, title, Company Disclosure Schedule to the Merger Agreement and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
Liens (x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any a collection bank arising under Section 4—210 of the foregoing relates to any Purchased Mortgage Loan,
Uniform Commercial Code on items in the course of collection, (xivy) any other assets relating to the Purchased Mortgage Loans establishment of depository relations with banks, and (including, without limitation, any other deposit accountsz) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (including, without limitation, any facility documented favor of banking institutions arising as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds matter of law encumbering deposits (including the related securitization proceedsright of set-off) of, and distributions on or with respect to any of which are within the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or general parameters customary in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8banking industry.
Appears in 1 contract
Sources: Loan and Security Agreement (Javelin Pharmaceuticals, Inc)
Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, of its rights and interests in, to, and under in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Asset Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all the Purchased Assets, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Seller’s rightPurchased Assets, titlethe Records, and interest inall Servicing Rights, toIncome, Ancillary Income and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records Advance Reimbursements related to the Purchased Assets, Mortgage Loans;
(iii) all Servicing Rights Files related to the Purchased Mortgage Loans;
(iv) Assets, the Facility Documents (to the extent such Facility Documents and Seller’s Sellers’ rights thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property;
(vi) , any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Asset, 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;
, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all if any), any Income relating to any Purchased Mortgage Loan;
(x) Asset, any Interest Rate Protection Agreements to the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements extent relating to any Purchased Mortgage Loan;
(xiii) Asset, and any other contract rights, deposit accounts (including any interest of any Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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;
(xvi) , and all substitutions or replacements of any and all replacements or substitutions for, of the foregoing and any proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) 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 created (collectively, the “Primary Repurchase Assets”).
(ii) In order to further secure the Obligations, each of POP and 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 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 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 Schedule and/or Transaction Request and/or 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 EverBank Warehouse Electronic System. 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 acknowledges that it has no rights to service or its Affiliates, on the Purchased Mortgage Loans. Without limiting one hand, and Buyer or Buyer’s Affiliates, on the generality 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 created (collectively, the “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Assets and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time that such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. In the event that any Seller is 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 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 the Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(7)(A)(xi) of the Bankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (PennyMac Mortgage Investment Trust)
Security Interest. On each the Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rightsright, title, title and interests in, to, and under interest in the Purchased Mortgage Loans identified on Assets to the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromextent 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, and in any event, 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 Obligations, Seller hereby pledges to Buyer the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s rightrights, title, title and interest inin the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectivelyany other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) Records, all Servicing Rights related to the Purchased Mortgage Loans;
Assets (iv) to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) Asset, each Collection Account, the Inbound Disbursement Account;
(xi) , the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) Servicing Agreements, and any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) Assets or any interest in the Purchased Mortgage Loans;
(xv) all collateral under any other secured debt facility (includingAssets, without limitation, any facility documented as are specified on a repurchase agreement or similar purchase Confirmation and/or Trust Receipt and sale agreement) between Seller or its Affiliates on the one hand Asset Detail and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofException Report, and any proceeds and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans“Repurchase Assets”). Without limiting the generality of the foregoing and in the event that 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. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. 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 Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (Finance of America Companies Inc.)
Security Interest. On each If the Shareholder Approval is not obtained at the Annual Meeting and either (i) the Holder shall have voted, or caused to be voted, not less than that number of shares of the Company’s Common Stock over which the Holder had, immediately prior to the execution of the Note Purchase DateAgreement, Seller hereby sellsdirect or indirect voting power, assigns and conveys in favor of the Proposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights accrued but unpaid interest and all Income therefrom. Although other obligations owing by the parties intend that all Transactions hereunder Company pursuant to this Note and the other Transaction Documents, shall immediately be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance secured by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all assets of the Seller’s right, title, Company and interest in, to, and under the followingstock of all of its subsidiaries, in all instances whether now owned or hereafter acquiredcases, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate permitted by any applicable court order, contract, mortgage, credit agreement or other agreement binding upon or applicable to the Purchased Mortgage LoansCompany, its subsidiaries or their respective assets (a “Security Interest”);
(v) . In the event that the Shareholder Approval is obtained at any Property relating to any Purchased Mortgage Loan or time within 180 days after the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited toAnnual Meeting, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) such Security Interest shall terminate on the Inbound Account;
(xi) date immediately following the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges)date that such Shareholder Approval is obtained, and general intangibles the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, which are consistent with the term sheet attached hereto as Exhibit C and otherwise reasonably acceptable to the extent Company and the Holder, granting such Security Interest and providing for the perfection thereof, within 45 days after the date hereof; provided, however, that any such agreements shall not become effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, if the Holder has not purchased $12 million of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating notes pursuant to the Purchased Mortgage Loans Note Purchase Agreement, the Company will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest to investors in subsequent financings (includingeach a “Subsequent Financing”) for a principal amount not to exceed, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) aggregate for all collateral under any other secured debt facility (includingsuch investors, without limitationthe difference between $12 million and the funds invested by the Holder pursuant to the Note Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on then the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the foregoing; and
(xvii) Company or its subsidiaries, including the stock of any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriatesubsidiaries, without the signature Holder’s prior written consent, which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or not on a pari passu basis), the Company may incur additional unsecured debt without any consent of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Holder.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns For valuable consideration and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for payment of rental and other payments required to be made by Tenant and the performance obligations to be performed by Seller of its ObligationsTenant under this Lease, Seller Tenant hereby pledges grants to Buyer and hereby grants, assigns and pledges to Buyer Landlord a fully perfected first priority security interest in all of the Seller’s rightTenant's merchandise, titleinventory, trade fixtures and interest inTenant's other equipment, to, fixtures and under the following, in all instances whether personal property now owned or hereafter acquired, now existing or hereafter placed in the Leased Premises and all Tenant's future accounts receivable generated by Tenant's business in the Leased Premises during the Lease Term and all renewals and extensions thereof. The security interests hereby created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related shall extend to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates above-described collateral. The security interests granted Landlord hereby are and shall be subordinate to any Purchased Mortgage Loan,
bona fide perfected purchase money security interest that Tenant may wish to create and to any bona fide perfected security interest granted by Tenant to any institutional lender financing the purchase of said collateral. Tenant covenants to create no other security interests in said collateral except as aforesaid, and Tenant further covenants not to remove any of its trade fixtures or other property covered by this security agreement from the Leased Premises, without the prior written consent of Landlord. Upon the happening of any of the following events or conditions, namely: (xiva) an event of default; (b) the placing of any other assets relating to levy, lein, seizure or attachment of the Purchased Mortgage Loans collateral; (c) death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, Tenant or any guarantor or surety for Tenant; thereupon, or at any time thereafter (such default not having previously been cured), Landlord shall have the remedies of a secured party under the laws of the State of Michigan, including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect right to any take possession of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rightscollateral, and for that purpose Landlord may enter upon the avoidance Leased Premises and remove said collateral therefrom. Landlord shall give Tenant at least ten (10) days prior written notice of doubtany public sale therefore or the date after which any private or any other intended disposition is to be made, Seller grantsand at any such sale Landlord may purchase the collateral. Contemporaneous with the execution of this Lease, assigns and pledges at such other times as Landlord may request, Tenant agrees to Buyer a execute and deliver to Landlord financing statements and such other documents as may be required to perfect the security interest of Landlord grantee therein. The security agreement and the security interests in the Servicing Rights and proceeds related thereto and in collateral created hereby shall be terminated when, but not before, 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement rent and other payments and all obligations of Tenant becoming due during the Lease Term, and all renewals or statements relating to the Repurchase Assets extensions thereof, shall have been fully paid and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8performed.
Appears in 1 contract
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, and in any event, each Seller hereby pledges to the Administrative Agent, for the benefit of the Administrative Agent and the Buyers, as security for the performance by the Sellers of their Obligations and each Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer the Administrative Agent, for the benefit of the Buyers, a fully perfected first priority security interest in all of the Seller’s rightPurchased Assets, titlethe Records, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records servicing rights related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to Assets, the Purchased Mortgage Loans;
(iv) the Facility Program Documents (to the extent such Facility Program Documents and Seller’s rights the Sellers’ right thereunder relate to the Purchased Mortgage LoansAssets);
(v) , any Property relating to any Purchased Mortgage Loan Assets or the related Mortgaged Property;
(vi) , any Takeout Take-out Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Asset, 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;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) Asset, the Inbound Collection Account;
(xi) the Haircut Account;
(xii) , any Hedge Agreements Instruments relating to any Purchased Mortgage Loan;
(xiii) Asset, and any other contract rights, deposit accounts (including any interest of Seller the Sellers in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Assets and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan trust receipt and Asset Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights with respect to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rightsforegoing, 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 created (collectively, the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the “Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Assets”).
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (A) Evidence that all other commercially reasonable actions necessary to perfect and conveys all rights, title, and interests in, to, and under protect ▇▇▇▇▇’s interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or Assets have been taken. Each Seller shall take all commercially reasonable steps as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File may be necessary in connection with performing UCC searches and Servicing Rights duly authorizing and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, filing Uniform Commercial Code financing statements in the event any UCC Filing Jurisdiction of such Transactions are deemed to be loansSeller, andnaming such Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “All assets of Seller, in any event, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created acquired or arising and wherever located wheresoever located, and all proceeds and all products there” (collectivelyeach, the a “Repurchase AssetsSeller Financing Statement”):
(i) the Purchased Mortgage Loans);
(iiB) Evidence that all other commercially reasonable actions necessary to perfect and protect ▇▇▇▇▇’s interest in the Mortgage File and Records related Servicing Rights have been taken. Each Seller shall take (or cause Servicer to the Purchased Mortgage Loans;
(iiitake) all commercially reasonable steps as may be necessary in connection with duly authorizing and filing a UCC financing statement in the UCC Filing Jurisdiction of each Servicer (if any) which is an Affiliate of any Seller Party naming such Servicer as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” all of such Servicer’s Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any Assets and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoingthereto; and
(xviiC) any Evidence that all other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights commercially reasonable actions necessary to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing perfect and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security protect ▇▇▇▇▇’s interest in the Servicing Rights Equity Pledged Assets have been taken. Each Equity Pledgor shall take all steps as may be necessary in connection with duly authorizing and filing a UCC financing statement in the UCC Filing Jurisdiction of such Equity Pledgor naming such Equity Pledgor as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” all of such Equity Pledged Assets and all proceeds related thereto and in all instances(each, 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 the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.an “Equity Pledgor Financing Statement”);
Appears in 1 contract
Sources: Master Repurchase Agreement (BlackRock Monticello Debt Real Estate Investment Trust)
Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as Asset Schedule. In addition to which the foregoing, each Seller hereby pledges to Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller Sellers of its Obligations, Seller hereby pledges to Buyer their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) , the Mortgage File REO Subsidiary Interests, the Records, and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) Loans and Underlying REO Property, the Facility Documents (to the extent such Facility Documents and each Seller’s rights right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Underlying REO Property);
(v) , any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) , all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all , any Income relating to any Purchased Mortgage Loan;
(x) Loan and Underlying REO Property, the Inbound Collection Account;
(xi) , the Haircut Account;
(xii) any Hedge Agreements relating Certificate Distribution Accounts, and all rights against and in respect of PMC related to any Purchased Mortgage Loan;
(xiii) the Underlying Repurchase Transactions, and any other contract rights, deposit accounts (including any interest of any Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) , Underlying REO Property or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Underlying REO Property (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) all collateral under Loans and Underlying REO Property, and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule Confirmation and/or Transaction Request and/or Trust Receipt 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 (collectively, the “Seller 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.
(ii) Each of POP and PMC hereby grant, assign and pledge 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, Purchased Items (as such term is defined in the EverBank Warehouse Electronic SystemUnderlying Repurchase Agreement), the Records, and all Servicing Rights 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, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, 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, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt 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 (collectively, the “Underlying Transaction 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.
(iii) In order to further secure the Obligations hereunder, each REO Subsidiary hereby pledges to Buyer as security for the performance by such REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records, and all Servicing Rights related to the Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and such REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of any REO Subsidiary 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 Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt 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 (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, 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, and is further intended to be a guaranty of the Obligations to the Buyer by such REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement.
(iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage LoansLoans or Underlying REO Property except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party 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 the Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(v) and 741(7)(x741(7)(xi) of the Bankruptcy Code. .
(v) Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. 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 (PennyMac Mortgage Investment Trust)
Security Interest. On each Purchase Date, Seller hereby sells, assigns (a) As security for the payment and conveys performance of any and all rights, title, of the Indebtedness and interests in, to, the performance of all other obligations and covenants of Borrower hereunder and under the Purchased Mortgage Loans identified on the related Mortgage other Loan Schedule Documents, certain or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquiredcontingent, now existing or hereafter created and wherever located (collectivelyarising, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related which are now, or may at any time or times hereafter be owing by Borrower to the Purchased Mortgage Loans;
(iii) all Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertyBank, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and Borrower hereby pledges to Buyer Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of Borrower in and to the Servicing Rights and proceeds related thereto and in all instancesCollateral, whether now owned or hereafter acquiredacquired by Borrower.
(b) Except as herein or by applicable law otherwise expressly provided, now existing Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter createdto preserve any rights therein against prior parties, and Borrower agrees to take such steps. The foregoing provision is intended In any case Bank shall be deemed to constitute have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein whether Borrower may have reasonably requested Bank to take such actions or not; however, Bank's omission to take any action requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security agreement interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising.
(c) Following the occurrence of an Event of Default (after the expiration of Borrower's right to cure, if any), Bank may thereafter at any time and from time to time, with notice to Borrower, (i) transfer into the name of Bank or the name of Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other arrangement obligor of any Collateral to make payment thereon direct to Bank of any amounts due or other credit enhancement related to become due thereon and (iii) receive and after a Default direct the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) disposition of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature any proceeds of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (SFBC International Inc)
Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that that, except as provided in Section 10(f), all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed each Granting Party hereby pledges to be loans, and, in any event, Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Seller’s obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Sellereach Granting Party’s right, title, title and interest in, to, in and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) Assets, the Records, and all related Servicing Rights related with respect to the Purchased Mortgage Loans;
(iv) Underlying Assets, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) Program Agreements, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) Underlying Assets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Underlying Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance covering the related Mortgaged Property for an Underlying Asset, hazard insurance covering the related Mortgaged Property for an Underlying Asset, Income, each Collection Account, the Interest Reserve Account and each Reserve Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or hazard insurance;
(ix) all Income distributions on or proceeds, payments and profits of, and records and files relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit such accounts (including any interest of Seller any Granting Party 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 any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans Underlying Assets (including, without limitation, any other deposit accounts) or any interest in the Purchased Underlying Assets, including all rights to receive from any third party or take delivery of any Records or other documents which constitute part of a Mortgage Loans;
(xv) 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 Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) ofFile, and any proceeds and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. 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 Seller is deemed to retain any residual Servicing RightsTrust Receipt, 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 createdcreated (collectively, the “Primary Repurchase Assets” together with the Pledged Assets, the “Repurchase Assets”). The foregoing provision is intended Each Granting Party agrees to constitute 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. In addition, pursuant to the Pledge Agreement, the Trustee on behalf of the Trust shall grant to Buyer a security interest in and to, and pledge all of its rights, title and interest under, the Pledged Assets as additional support for the Obligations hereunder, and Rithm Loan Aggregation Trust shall grant to Buyer a security interest in and to, and pledge of all of its rights, title and interest under the Residual Pledged Collateral (as defined in the Residual Pledge Agreement), which additional security agreements shall be considered “a security agreement or other arrangement or other credit enhancement enhancement” that is “related to to” the Agreement and Transactions hereunder as defined under within the meaning of Bankruptcy Code Sections 101(47)(v101(38A)(A) and 741(7)(x741(7)(A)(x) of (together with the Bankruptcy CodePrimary Repurchase Assets, the “Related Credit Enhancement”). Seller Furthermore, each Granting Party hereby authorizes Buyer to file financing statements relating to the Purchased Assets and the Underlying Assets, as Buyer may deem appropriate. Each Granting Party also hereby irrevocably authorizes Buyer and its counsel to file UCC financing statements with respect to such Granting Party in form and substance satisfactory to Buyer, describing the collateral as “All assets of Granting Party, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” or words to that effect, notwithstanding that such description may be broader than the collateral granted hereby. Seller shall pay the filing costs for any financing statement or statements relating prepared pursuant to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereonthis Section. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 834.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rithm Perpetual Life Residential Trust)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, rights and interests in, to, and under in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays and the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefromRepurchase 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, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, title and interest in, to, in and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Servicing Rights related , any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans;
(iv) , the Facility Documents Records, and all related Servicing Rights, the Program Agreements (to the extent such Facility Documents Program Agreements and Seller’s rights right thereunder relate to the Purchased Mortgage Loans);
(v) , any related Take-out Commitments, any Property relating to any the Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) 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 or hazard insurance;
and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (ix) all Income relating if any), Income, the Buydown Amount and any account to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rightswhich such amount is deposited, deposit 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), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
Loans (xv) all collateral excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the EverBank Warehouse Electronic System. “Agreement Repurchase Assets”).
b. The Seller acknowledges and Guarantors each acknowledge that it Seller has no rights the right to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for 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 the this Agreement and Transactions hereunder as defined under Sections 101(47)(v101(47)(A)(v) and 741(7)(x741(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 and Assets, as the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
d. Seller acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans and any other collateral purchased by Seller in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. Seller agrees that it will provide notice of any enforcement action or exercise of remedies it takes with respect to the Repurchase Assets at any time any such Repurchase Assets are owned by or pledged to Buyer under this Agreement.
e. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights (but not its obligations) under the Primary Repurchase 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 created (collectively, the “Primary Repurchase Rights”) and (ii) all collateral however defined or described under the Primary Repurchase Documents to the extent not otherwise included under the definitions of Primary Repurchase Rights (such collateral, “Additional Repurchase Assets”; together with the Agreement Repurchase Assets, the “Repurchase Assets”). Seller hereby delivers an irrevocable instruction to the Buyer under the Primary Repurchase Documents that upon receipt of 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 the foregoing, Seller hereby instructs, upon repayment of the outstanding purchase price under the Primary Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the Primary Repurchase Documents following repayment of all obligations thereunder that the Buyer hereunder retain any collateral or repurchase assets (as such terms may be defined under the Primary Repurchase Documents) then in its possession or control; provided that this instruction shall only be applicable following the occurrence and during the continuance of an Event of Default.
Appears in 1 contract
Sources: Master Repurchase Agreement (Impac Mortgage Holdings Inc)