Common use of Seller Repurchase Assets Clause in Contracts

Seller Repurchase Assets. On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on a Transaction Request or the related Asset Schedule and/or delivered to the Buyer hereunder. 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 of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Contributed 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 related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all SFR Property Documents relating to the Contributed Rental Property, all Lease Agreements relating to the Contributed Rental Property, any related Take‑out Commitments, any Property relating to the Purchased Assets, Income, the Collection Account and all amounts deposited therein, the Rental Property Operating Account and all amounts deposited therein, the REO Liquidation Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to a Seller Party Subsidiary, as applicable, interest rate protection agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Buyer pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”).

Seller Repurchase Assets. On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on a Transaction Request or the related Asset Schedule and/or delivered to the Buyer Administrative Agent for the benefit of Buyers hereunder. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than for U.S. federal income tax purposes), in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent a fully perfected first priority security interest in the Purchased Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Contributed 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 related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all SFR Property Documents relating to the Contributed Rental Property, all Lease Agreements relating to the Contributed Rental Property, any related Take‑out Commitments, any Property relating to the Purchased Assets, Income, the Collection Account and all amounts deposited therein, the Rental Property Operating Account and all amounts deposited therein, the REO Liquidation Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to a Seller Party Subsidiary, as applicable, interest rate protection agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Buyer Administrative Agent on behalf of Buyers pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”).

Seller Repurchase Assets. On each Purchase Date, each Seller hereby sells, assigns and conveys all rights of its right, title and interests interest in the Purchased Assets and the related Underlying Mortgage Loans identified on a Transaction Request or the related Asset Schedule and/or delivered Trust Receipt to the Buyer hereunderBuyer. 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 of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its right, title and interest in, to and under (1) the Purchased Assets, Assets (and the Records (including, without limitation, any other collateral pledged or otherwise relating to the Contributed 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 theretorelated Underlying Mortgage Loans), and all (2) the Records, (3) the related Mortgage Loan Documents, (4) each Servicing Rights, Property Management Rights, the Program Agreements Agreement (to the extent such Program Agreements the Servicing Agreement and each Seller’s right rights thereunder relate to the Purchased AssetsAssets (and the related Underlying Mortgage Loans)), all SFR Property Documents relating to the Contributed Rental Property, all Lease Agreements relating to the Contributed Rental Property, (5) any related Take‑out Take-out Commitments, (6) any Property relating to the Purchased AssetsAssets (and the related Underlying Mortgage Loans), (7) all insurance policies and insurance proceeds relating to any Underlying Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and mortgage insurance contracts and loan guaranty agreements (if any), to the extent of the Underlying Mortgage Loans protected thereby, (8) Income, (9) the Collection Account and all amounts deposited therein, the Rental Property Operating Account and all amounts deposited therein, the REO Liquidation Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to a Seller Party Subsidiary, as applicable, interest rate protection agreements, (10) accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (and the related Underlying Mortgage Loans) (including, without limitation, any other accounts) or any interest in the Purchased AssetsAssets (and the related Underlying Mortgage Loans), and (11) any proceeds of the Purchased Assets (and the related Underlying Mortgage Loans) (including the related securitization proceeds) and dividends and distributions with respect to any of the foregoing and (12) any other property, rights, title or interests as are specified on a Transaction Request Confirmation and/or Trust Receipt and/or delivered to Buyer pursuant to a TransactionReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”).. With respect to the Seller Repurchase Assets, this Agreement shall be deemed to be a security agreement for purposes of the Uniform Commercial Code of any applicable jurisdiction. 126103752\V-5