Common use of Back-Up Security Interest Clause in Contracts

Back-Up Security Interest. It is the intention of the Sellers, the Trust Depositor and the Trust that the transactions contemplated by the Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event a court of competent jurisdiction were to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "true sales", each Seller has granted the Trust Depositor in the Sale and Contribution Agreement and the Trust Depositor has granted (and hereby grants to) the Trust a "security interest" (the term security interest, as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Upon (i) the filing of UCC-1 financing statements naming the Trust as secured party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee, as assignee, and (ii) the Custodian, for the benefit of the Trust, taking possession of the Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the applicable Transfer Date will be) made. Upon (i) the filing of UCC-1 financing statements naming the Indenture Trustee as secured party and the Trust as debtor with respect to the Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in Sections 2.11(a) and (b), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral purposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.

Back-Up Security Interest. It is the intention of the Sellers, the Trust Depositor and the Trust that the transactions contemplated by the Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment assignment, conveyance, set-off and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event a court of competent jurisdiction were to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "true sales", each Seller has granted the Trust Depositor in the Sale and Contribution Agreement and the Trust Depositor has granted (and hereby grants to) the Trust a "security interest" (the term security interest, as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Upon (i) the filing of UCC-1 financing statements naming the Trust as secured party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee, as assignee, and (ii) the Custodian, for the benefit of the Trust, taking possession of the Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the applicable Transfer Date will be) made. Upon (i) the filing of UCC-1 financing statements naming the Indenture Trustee as secured party and the Trust as debtor with respect to the Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in Sections 2.11(a) and (b), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral purposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.

Back-Up Security Interest. It is the intention of the Sellers, the Trust Depositor and the Trust that the transactions contemplated by the Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event a court of competent jurisdiction were to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "true salesTRUE SALES", each Seller has granted the Trust Depositor in the Sale and Contribution Agreement and the Trust Depositor by assignment of its rights thereunder has granted (and hereby grants to) the Trust a "security interestSECURITY INTEREST" (the term security interest, as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Upon (i) the filing of UCC-1 financing statements naming the Trust as secured party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee, as assignee, and (ii) the Custodian, for the benefit of the Trust, taking possession of the Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the applicable Transfer Date Purchase will be) made. Upon (i) Upon the filing of UCC-1 financing statements naming (i) the Indenture Trustee as secured party and the Trust as debtor with respect to the Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets Subsequent Receivables on the applicable Incremental Transfer Purchase Date or Substitute Asset Subsequent Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, Assets subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in Sections 2.11(aSECTIONS 2.11(A) and (bB), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral purposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.

Back-Up Security Interest. It is Seller, Agent and each Principal intend that the intention Transactions hereunder be sales to Agent of the SellersPurchased Assets and not loans from Agent to Seller secured by such Purchased Assets. However, the Trust Depositor in order to preserve Agent’s and the Trust that the transactions contemplated by the Sale and Contribution Agreement and each Principal’s rights under this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of competent jurisdiction were all of its respective Obligations, Seller hereby grants to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "true sales", each Seller has granted the Trust Depositor Agent a fully perfected first priority security interest in the Sale following property, whether now existing or hereafter acquired: the Purchased Assets, the Related Security, the related Records, all mortgage guaranties and Contribution Agreement insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the Trust Depositor has granted (and hereby grants to) the Trust a "security interest" (the term security interestforegoing, as used throughout this Agreement, is used all “accounts” as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment Uniform Commercial Code relating to or constituting any or all of the purchase price paid hereunder foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security account and all rights to Income and the obligations and/or interests provided rights to enforce such payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or other support for in this Agreement and in the order and prioritiesPurchased Assets, and subject all returned or repossessed manufactured housing units relating to the other terms and conditions mortgage loans, any assignment of this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Upon (i) the filing of UCC-1 financing statements naming the Trust as secured party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee, as assignee, and (ii) the Custodian, for the benefit of the Trust, taking possession of the Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets related manufactured housing unit, and Collectionsany and all replacements, subject only to Permitted Liens. All filings (includingsubstitutions, without limitationdistributions on, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the applicable Transfer Date will be) made. Upon (i) the filing of UCC-1 financing statements naming the Indenture Trustee as secured party and the Trust as debtor proceeds with respect to the Trust Assets and (ii) the Custodianto, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assetsforegoing (collectively the “Collateral”). Seller agrees to execute, except deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Agent to file financing statements relating to the extent set forth in Sections 2.11(a) and (b)Purchased Assets without any further authorization of Seller at its option, as applicable, and if, notwithstanding the expressed intention of the parties hereto, it deems appropriate. Servicer shall pay all costs for any financing statement or statements prepared pursuant to this Agreement constitutes the grant of a security interest (for collateral purposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCCSection 7.

Back-Up Security Interest. It is Seller, Agent and each Principal intend that the intention Transactions hereunder be sales to Agent of the SellersPurchased Assets and not loans from Agent to Seller secured by such Purchased Assets. However, the Trust Depositor in order to preserve Agent’s and the Trust that the transactions contemplated by the Sale and Contribution Agreement and each Principal’s rights under this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of competent jurisdiction were all of its respective Obligations, Seller hereby grants to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "true sales", each Seller has granted the Trust Depositor Agent a fully perfected first priority security interest in the Sale following property, whether now existing or hereafter acquired: the Purchased Assets, the Related Security, the related Records, all mortgage guaranties and Contribution Agreement insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the Trust Depositor has granted (and hereby grants to) the Trust a "security interest" (the term security interestforegoing, as used throughout this Agreement, is used all “accounts” as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment Uniform Commercial Code relating to or constituting any or all of the purchase price paid hereunder foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security account and all rights to Income and the obligations and/or interests provided rights to enforce such payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or other support for in this Agreement and in the order and prioritiesPurchased Assets, and subject all returned or repossessed manufactured housing units relating to the other terms and conditions Mortgage Loans, any assignment of this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Upon (i) the filing of UCC-1 financing statements naming the Trust as secured party/buyer, the Trust Depositor, as debtor/seller, and the Indenture Trustee, as assignee, and (ii) the Custodian, for the benefit of the Trust, taking possession of the Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets related manufactured housing unit, and Collectionsany and all replacements, subject only to Permitted Liens. All filings (includingsubstitutions, without limitationdistributions on, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the applicable Transfer Date will be) made. Upon (i) the filing of UCC-1 financing statements naming the Indenture Trustee as secured party and the Trust as debtor proceeds with respect to the Trust Assets and (ii) the Custodianto, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assetsforegoing (collectively the “Collateral”). Seller agrees to execute, except deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Agent to file financing statements relating to the extent set forth in Sections 2.11(a) and (b)Purchased Assets without any further authorization of Seller at its option, as applicable, and if, notwithstanding the expressed intention of the parties hereto, it deems appropriate. Servicer shall pay all costs for any financing statement or statements prepared pursuant to this Agreement constitutes the grant of a security interest (for collateral purposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCCSection 7.