Common use of Treatment as a Security Agreement Clause in Contracts

Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans, all payments of principal or interest on such Mortgage Loans, all other payments made in respect of such Mortgage Loans, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's own borrowings, repledge (i) all or any portion of the Mortgage Loans pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and (ii) all proceeds, products and profits derived from such Mortgage Loans, including, without limitation, to the extent of the Mortgage Loan Seller's interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser.

Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser all of the Mortgage Loan Seller's ’s right, title and interest in and to the Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's ’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser a first priority security interest in all of the Mortgage Loan Seller's ’s right, title and interest in and to the Mortgage Loans, all payments of principal or interest on such Mortgage Loans, all other payments made in respect of such Mortgage Loans, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's ’s own borrowings, repledge (i) all or any portion of the Mortgage Loans pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and (ii) all proceeds, products and profits derived from such Mortgage Loans, including, without limitation, to the extent of the Mortgage Loan Seller's ’s interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser.

Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's its right, title and interest in and to the Mortgage Loans and related rights and property. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans and related rights and property pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser Purchaser, a first priority security interest in all of the Mortgage Loan Seller's ’s right, title and interest in in, to and to under the following property, whether now owned or existing or hereafter acquired or arising: the Mortgage Loans, all payments of principal or interest on such Mortgage LoansLoans received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date, all other payments made in respect of such Mortgage LoansLoans after the Cut-Off Date (and, in any event, excluding payments of principal, interest and other amounts first due on the Mortgage Loans on or before the Cut-Off Date) and all proceeds if any thereofthe foregoing. In addition, and the parties agree that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's own borrowings, repledge (i) all or any portion of the Mortgage Loans pledged The Seller consents to the Purchaser hypothecating and not released from the transferring such security interest in favor of this Agreement at the time of such pledge Trustee and (ii) all proceeds, products and profits derived from such Mortgage Loans, including, without limitation, transferring the obligation secured thereby to the extent of the Mortgage Loan Seller's interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the PurchaserTrustee.

Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser all of the Mortgage Loan Seller's right, title and interest interest, other than the servicing rights, in and to the Subsequent Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's right, title and interest interest, in and to the Subsequent Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser a first priority security interest in all of the Mortgage Loan Seller's right, title and interest interest, other than the servicing rights, in and to the Subsequent Mortgage Loans, all payments of principal or interest on such Subsequent Mortgage Loans, all other payments made in respect of such Subsequent Mortgage Loans, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's own borrowings, repledge (i) all or any portion of the Subsequent Mortgage Loans pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and (ii) all proceeds, products and profits derived from such Subsequent Mortgage Loans, including, without limitation, to the extent of the Mortgage Loan Seller's interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, Agreement and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser.

Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser all of the Mortgage Loan Seller's right, title and interest in and to the Subsequent Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's right, title and interest in and to the Subsequent Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Subsequent Mortgage Loans, all payments of principal or interest on such Subsequent Mortgage Loans, all other payments made in respect of such Subsequent Mortgage Loans, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's own borrowings, repledge (i) all or any portion of the Subsequent Mortgage Loans pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and (ii) all proceeds, products and profits derived from such Subsequent Mortgage Loans, including, without limitation, to the extent of the Mortgage Loan Seller's interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser.