Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed. (b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL": (i) all Mortgage Loans; (ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) all Cash Collateral; (vii) all Pledged Securities;
Appears in 4 contracts
Samples: Master Loan and Security Agreement (American Strategic Income Portfolio Inc Iii), Master Loan and Security Agreement (American Strategic Income Portfolio Inc), Master Loan and Security Agreement (American Select Portfolio Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Medallion Loan Documents as exclusive bailee and agent for the Agent and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender Secured Parties pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansMedallion Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower hereunder from time to time, including, without limitation all liquidation proceeds and recoveries with respect thereto, and the Medallion Collateral securing same, and any security interest in such Medallion Loans in favor of the applicable Seller;
(ii) all Mortgage Medallion Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Purchase Agreement (including, without limitation all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating rights of the Borrower to any Mortgage Loan amounts due, and all claims and payments thereunderrights of indemnity arising, under or in connection with the Purchase Agreement);
(iv) all other insurance policies Approved Purchase Agreements (including, without limitation all rights of the Borrower to amounts due, and insurance proceeds relating to all rights of indemnity arising, under or in connection with any Mortgage Loan or the related Mortgaged PropertyApproved Purchase Agreement);
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoingHedge Transactions;
(vi) all Cash fidelity bonds, insurance policies and any proceeds from such insurance policies and fidelity bonds that relate to the Medallion Loans, the Obligors or the related Medallion Collateral;
(vii) all Pledged SecuritiesCollections and all rights with respect thereto;
(viii) the Collection Account, each Lockbox Account and the balances, investments and other items of value attributable or credited to the Collection Account, the Lockbox Accounts and all rights with respect thereto;
(ix) all “chattel paper” and “documents” (as defined in the Uniform Commercial Code) evidencing or relating to the Medallion Loans;
(x) the Servicing Agreement, the Backup Servicing Agreement and all Servicing Records;
(xi) all Permitted Junior Participation Interests and Permitted Subordinated Loans, and all agreements with respect thereto;
(xii) all goods (including inventory, equipment and any accessions thereto and fixtures), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); and
(xiii) any and all replacements, substitutions, distributions on, or proceeds of any and all of the foregoing.
(c) As security for the Secured Obligations, the Borrower hereby pledges to the Agent for the benefit of the Secured Parties, and grants a security interest in favor of the Agent for the benefit of the Secured Parties in, all of the Borrower’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created. Each of the Borrower and the Servicer agrees to xxxx its master computer databases and computer files (by way of the creation of a special “field” or otherwise), in a manner acceptable to the Agent, to evidence the interests granted to the Agent for the benefit of the Secured Parties hereunder.
(d) The Secured Parties will not create a security interest in the Collateral in their possession or control for the benefit of their secured parties.
Appears in 3 contracts
Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)
Collateral; Security Interest. (a) Pursuant Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Custodial AgreementCollateral described in Section 4.01(b) below to Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to Lender hereunder, under the Custodian shall hold Note, under the Mortgage other Loan Documents and any and all MS Indebtedness from time to time outstanding (collectively, the Pledged Securities as exclusive bailee, agent and securities intermediary, within "Secured Obligations"). Borrower agrees to xxxx its computer records to evidence the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of interests granted to Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedhereunder.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, property pledged by Borrower to Lender from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter individually and collectively referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans, Mezzanine Loans, Equity Interests and Other Approved Collateral;
(ii) all Mortgage Loan Collateral Documents, including, including without limitation, limitation all promissory notes and all Servicing Recordsnotes, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansCollateral, all representations and warranties made to, or for the benefit of, Borrower by any Collateral Obligor, all Servicing Records (as defined in Section 11.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsin each case subject to prior liens and encumbrances permitted by Lender;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Collateral and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Collateral or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securities;
Appears in 2 contracts
Samples: Master Loan and Security Agreement (Capital Trust), Master Loan and Security Agreement (Capital Trust Inc)
Collateral; Security Interest. (a) Pursuant As security for the prompt and complete payment when due of the Obligations and the performance by the Borrower of all the covenants and obligations to be performed by it pursuant to this Loan Agreement and the other Loan Documents, the Borrower hereby pledges and grants to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents Lender a Lien on and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning security interest in all of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's rightits rights, title and interest in, in and to and under each all of the following items of property, personal property wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, now existing of every kind and description, tangible or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"intangible:
(i) all Mortgage LoansEquity Interests in GMAC owned by the Borrower (including without limitation, uncertificated Equity Interests);
(ii) all Mortgage Loan Documentscash and Cash Equivalents, including, without limitation, all promissory notes and all Servicing Recordsother property from time to time deposited in any account or deposit account and the monies and property in the possession or under the control of the Lender or any affiliate, Servicing Agreements and any other collateral pledged representative, agent or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject correspondent of the Lender related to any restrictions on transfer under any related licensing agreementof the property described in the preceding clause (i), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties books, correspondence, files and insurance (issued by governmental agencies other Records in the possession or otherwise) and under the control of the Borrower or any mortgage insurance certificate other Person from time to time acting for the Borrower that at any time evidence or other document evidencing such mortgage guaranties or insurance contain information relating to any Mortgage Loan and all claims and payments thereunderof the property described in the preceding clauses of this Section 4.01(a) or are otherwise necessary or helpful in the collection or realization thereof;
(iv) all other insurance policies rights, title and insurance proceeds relating interest of the Borrower (but not any of the obligations, liabilities or indemnifications of the Borrower) in, to any Mortgage and under the Loan or the related Mortgaged Property;Documents; and
(v) and all Interest Rate Protection Agreements, products and proceeds relating to or constituting any and or all of the foregoing;foregoing (clauses (i) through (iv) collectively, the “Collateral”); in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). The Liens granted to Lender hereinabove shall be first priority Liens on all of the Collateral (subject to Permitted Liens and to the extent legally and contractually permissible). Subject to Section 4.13 and Section 10(h), the Obligations of the Borrower under the Loan Documents constitute recourse obligations of the Borrower, and therefore, their satisfaction is not limited to payments from the Facility Collateral.
(vib) all With respect to each right to payment or performance included in the Collateral from time to time, the Lien granted therein includes a continuing security interest in (i) any supporting obligation that supports such payment or performance and (ii) any Lien that (A) secures such right to payment or performance or (B) secures any such supporting obligation (excluding, for the avoidance of doubt, any cash and Cash Collateral;
(vii) all Pledged Securities;Equivalents and other property related to the ordinary commercial relationship between the Loan Parties and GMAC and not to the Equity Interests in GMAC owned by the Loan Parties).
Appears in 2 contracts
Samples: Loan and Security Agreement (General Motors Corp), Loan and Security Agreement
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansParticipation Certificates and the Participation Agreements identified on Schedule 2 hereof;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes amounts due and all Servicing Records, Servicing Agreements rights in respect of Participation Certificates and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions the related Participation Agreement identified on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsSchedule 2 hereof;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate records, instruments or other document documentation evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunderof the foregoing;
(iv) all other insurance policies “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and insurance proceeds relating to any Mortgage Loan or “money” as defined in the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, Uniform Commercial Code relating to or constituting any and all of the foregoing;foregoing (including, without limitation, all of Borrower’s rights, title and interest in and under the Participation Agreements); and
(viv) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viib) Borrower hereby assigns, pledges and grants a security interest in all Pledged Securities;of its right, title and interest in, to and under the Collateral to Lender to secure the Obligations. Borrower agrees to xxxx its computer records and tapes to evidence the interests granted to Lender hereunder.
(c) The parties acknowledge that each Agency has certain rights under the applicable Acknowledgement Agreement to cause the Lender to transfer servicing (including any portion allocated under any Participation Agreement, which for purposes of the related Agency shall be deemed terminated) under certain circumstances as more particularly set forth therein. The parties acknowledge that, to the extent that an Agency exercises its rights to cause the Lender to transfer the Servicing Rights without the requirement of payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by Lender in an amount equal to the lesser of (x) the fair market value of such Portfolio Excess Spread and (y) the outstanding balance of the Loans attributable to such Portfolio Excess Spread, each as mutually agreed by the parties.
(d) Lender and Borrower hereby acknowledge and agree that the Borrower has pledged its rights to the Repledge Collateral hereunder, subject to the Lien of CSFB created under the Security Agreement, and Borrower and Lender acknowledge the Lien as more particularly set forth in the Security Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (PennyMac Mortgage Investment Trust), Loan and Security Agreement (Pennymac Financial Services, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's Pledgor’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansPurchased MSR Excess Spread arising under or related to the Purchased MSR Excess Spread PC;
(ii) all Mortgage Loan Documentsrights to payment of amounts due under the Master Spread Acquisition Agreement on account of, includingor related to, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsthe Purchased MSR Excess Spread PC;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Assets, including the related Participation Certificates, arising under or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Master Spread Acquisition Agreement and all claims and payments rights thereunder;
(iv) all other insurance policies and insurance proceeds relating rights to any Mortgage Loan or reimbursement of Assets and/or amounts due in respect thereof under the related Mortgaged PropertyServicing Contract;
(v) any rights in the Dedicated Account, and to amounts on deposit therein;
(vi) any rights in the Portfolio Spread Custodial Account, and to the amounts on deposit therein;
(vii) all Interest Rate Protection Agreementsrecords, instruments or other documentation evidencing any of the foregoing;
(viii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
foregoing (vi) including, without limitation, all Cash Collateral;
(vii) all Pledged Securities;of Pledgor’s rights, title and interest in and under the Purchased MSR Excess Spread and Servicing Contracts); and
Appears in 2 contracts
Samples: Subordination, Acknowledgment and Pledge Agreement, Subordination, Acknowledgment and Pledge Agreement (Pennymac Financial Services, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateralcollateral, however defined, under any other agreement between any Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securities;“general intangibles”, “accounts”, “instruments”, “investment property”, “deposit accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 2 contracts
Samples: Loan Agreement (Aames Investment Corp), Master Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, in and to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loansthe Asset identified on Schedule 1 attached hereto;
(ii) all Mortgage Underlying Loan DocumentsDocuments relating to the foregoing, including, including without limitation, limitation all promissory notes notes, and all Servicing Recordsservicing records, Servicing Agreements servicing rights, pledge agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Asset, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Deposit Account and all monies from time to time on deposit in the Deposit Account;
(iv) all mortgage guaranties and insurance relating to the Asset (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Asset and all claims and payments thereunder;
(ivv) all other insurance policies and insurance proceeds relating to any Mortgage the Underlying Loan or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, if any, relating to the Asset;
(vii) all collateral, however defined, under any other agreement between Borrower, Manager or any of their Affiliates on the one hand and Lender or any of its Affiliates on the other hand that relates solely to the Asset;
(viii) all right, title and interest of Borrower with respect to the Asset in and to any and all “securities accounts”, as defined in the Uniform Commercial Code, relating to any of the foregoing and each “financial asset”, as defined in the Uniform Commercial Code, contained therein, including, without limitation, any accounts described in Section 3.03 and including all collection, escrow and reserve accounts relating to the Underlying Loan;
(ix) all right, title and interest of Borrower with respect to the Asset in and to any and all “accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
(vix) all Cash Collateral;right, title and interest of Borrower with respect to the Asset in and to any and all “deposit accounts”, as defined in the Uniform Commercial Code, relating to any of the foregoing including all collection, escrow and reserve accounts relating to the Underlying Loan; and
(viixi) any and all Pledged Securities;replacements, substitutions, distributions, payments, Income, profits on or proceeds of any and all of the foregoing.
(b) Borrower hereby pledges to Lender, and grants a security interest in favor of Lender in, Borrower’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the Secured Obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (TPG RE Finance Trust, Inc.), Loan and Security Agreement (TPG RE Finance Trust, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender the Lenders pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Agent, each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Controlled Accounts and all Cash Collateralmonies from time to time on deposit in the Controlled Accounts;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between a Borrower or any of its Affiliates on the one hand and any Lender or any of its Affiliates on the other hand;
(viii) all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 2 contracts
Samples: Master Loan and Security Agreement (New Century Financial Corp), Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrowers to the Lender and the Custodian from time to time;
(ii) all other Property delivered by the Borrowers to the Lender or the Custodian from time to time to be held as "collateral" hereunder;
(iii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 10.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iiiiv) the Borrowers' interest in all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(ivv) the Borrowers' interest in all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vivii) any purchase agreements or other similar agreements constituting any or all Cash Collateralof the foregoing;
(viiviii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(ix) all "supporting obligations" within the meaning of the Uniform Commercial Code as in effect from time to time;
Appears in 2 contracts
Samples: Warehouse Loan and Security Agreement (Aames Financial Corp/De), Warehouse Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and Each of the Pledged Securities as exclusive baileeshall be delivered to the Lender not later than the Funding Date. Concurrently with the delivery to the Lender of each certificate representing one or more Pledged Securities, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and Borrower shall deliver Trust Receipts (as defined an undated bond power covering such certificate, duly executed in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required blank by the Custodial Agreement Borrower with signature guaranteed, along with any other documents necessary to re-register the Pledged Securities. The Borrower agrees and identifying acknowledges that while any deficiencies in Obligations are outstanding the Lender may at its sole discretion re-register any such Mortgage Loan Documents Pledged Securities delivered as so reviewedCollateral hereunder into the Lender’s name.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loansof the Pledged Securities identified herein;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all of the Borrower's rights to reimbursement of Eligible Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsAdvance Receivables identified herein;
(iii) all mortgage guaranties and insurance (issued other Property delivered by governmental agencies the Borrower to the Lender or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating the Custodian from time to any Mortgage Loan and all claims and payments thereundertime to be held as "collateral" hereunder;
(iv) all other insurance policies and insurance proceeds Interest Rate Protection Agreements relating to any Mortgage Loan or all of the related Mortgaged Propertyforegoing;
(v) all Interest Rate Protection any Pooling and Servicing Agreements, relating to purchase agreements or other similar agreements constituting any and or all of the foregoing;
(vi) all Cash Collateralpurchase or take-out commitments relating to or constituting any or all of the foregoing;
(vii) all "securities accounts" (as defined in Section 8-501(a) of the Uniform Commercial Code) to which any or all of the Pledged SecuritiesSecurities are or may be credited;
(viii) all "supporting obligations" within the meaning of the Uniform Commercial Code as in effect from time to time;
Appears in 1 contract
Samples: Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Asset Files (except for the SBA 7
(a) Loan Documents Notes which shall be held by the FTA as bailee for the Lender), as bailee and agent for the Lender, the holders of the Guaranteed Portion, and the Pledged Securities SBA, as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedtheir interests may appear.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter hereinafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Tranche A Collateral”:
(i) all Mortgage LoansPledged Tranche A Assets;
(ii) all Mortgage Loan Documentsto the extent of the Unguaranteed Portion or the Guaranteed Portion, including, without limitationas applicable, all Asset Files, including without limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 12.02 below), Servicing Agreements (if any) and any other collateral pledged or otherwise relating to such Mortgage LoansPledged Tranche A Asset, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Pledged Tranche A Asset or the related Pledged Property and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating the Interest Income Asset with respect to any Mortgage Loan or the related Mortgaged Propertysuch Pledged Tranche A Asset;
(v) the Tranche A Collection Account and all Interest Rate Protection Agreements, monies from time to time on deposit in such Tranche A Collection Account;
(vi) all “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
(vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) Each of the following items of property, whether now owned or hereinafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Tranche B Collateral”:
(i) all Pledged Tranche B Assets;
(ii) to the extent of the Unguaranteed Portion or the Guaranteed Portion, as applicable, all Asset Files, including without limitation all promissory notes, and all Servicing Records (as defined in Section 12.02 below), Servicing Agreements (if any) and any other collateral pledged or otherwise relating to such Pledged Tranche B Asset, 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 insurance (issued by governmental agencies or otherwise) and any insurance certificate or other document evidencing such insurance relating to any Pledged Tranche B Asset or the related Pledged Property and all claims and payments thereunder;
(iv) the Interest Income Asset with respect to such Pledged Tranche B Asset;
(v) the Tranche B Collection Account and the Tranche B Servicer Account and all monies from time to time on deposit in such Tranche B Collection Account and Tranche B Servicer Account;
(vi) all Cash Collateral;“general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
(vii) any and all Pledged Securities;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(d) ReadyCap hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all of ReadyCap’s right, title and interest in, to and under the Tranche A Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the respective Secured Obligations related to the Tranche A Advances. Sxxxxxxxxx hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all of Sxxxxxxxxx’x right, title and interest in, to and under the Tranche B Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure all of the Secured Obligations. Each Borrower agrees to mxxx its computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Sutherland Asset Management Corp)
Collateral; Security Interest. (a) The Underlying Loan Documents shall be collaterally assigned to Lender as security for the Loan and delivered to Custodian, together with endorsements of the original Underlying Notes in blank and assignments in blank of the Underlying Mortgages in recordable form and other ancillary loan documentation. Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Underlying Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) the Underlying Loans and all Mortgage Loansproceeds therefrom;
(ii) all Mortgage Underlying Loan DocumentsDocuments relating to the foregoing, including, including without limitation, limitation all promissory notes notes, guaranties, and all Servicing Records, Servicing Agreements Rights, the Purchase and Sale Agreement, the Servicing Agreement, custodial agreements and any other collateral pledged or otherwise relating to such Mortgage the Underlying Loans, together with all files, documents, letters of credit, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsthereto in Borrower’s possession;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage the Underlying Loans, provided that insurance proceeds and condemnation awards shall be applied in accordance with the terms of the Underlying Loan or Documents;
(iv) the related Mortgaged PropertyServicing Account and all monies from time to time deposited in the Servicing Account;
(v) all Interest Rate Protection Agreements, relating to or constituting any the Collection Account and all of monies from time to time deposited in the foregoingCollection Account;
(vi) all Cash Collateral“securities accounts”, as defined in the UCC, relating to any of the foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 3.03(b);
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Loan and Security Agreement (NexPoint Real Estate Finance, Inc.)
Collateral; Security Interest. (a) Pursuant Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Custodial AgreementCollateral described in Section 4.01(b) below to Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to Lender hereunder, under the Custodian shall hold Note, under the Mortgage other Loan Documents and any and all MS Indebtedness from time to time outstanding (collectively, the Pledged Securities as exclusive bailee, agent and securities intermediary, within "Secured Obligations"). Borrower agrees to xxxx its computer records to evidence the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of interests granted to Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedhereunder.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, property pledged by Borrower to Lender from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter individually and collectively referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansCMBS and Other Approved Collateral;
(ii) all Mortgage Loan Collateral Documents, includingincluding without limitation all securities, without limitationpromissory notes, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansCollateral, all representations and warranties made to, or for the benefit of, Borrower by any Collateral Obligor, all Servicing Records (as defined in Section 11.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsin each case subject to prior liens and encumbrances permitted by Lender;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Collateral and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Collateral or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: CMBS Loan Agreement (Capital Trust)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Franchise Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in certifications to the Custodial Agreement) to Agent Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Franchise Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies exceptions in such Mortgage Franchise Loan Documents as so reviewedreviewed in the Franchise Loan Schedule and Exception Reports.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansFranchise Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Franchise Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements, servicing rights, pledge agreements, Purchase and Sale Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Franchise Loan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance relating to such Franchise Loans (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan such Franchise Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Franchise Loan or the related Mortgaged Secured Property;
(v) all Interest Rate Protection Agreements, purchase or take-out commitments relating to or constituting any and or all of the foregoing;
(vi) all Cash CollateralInterest Rate Protection Agreements relating to any Franchise Loan;
(vii) all Pledged SecuritiesBlocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto;
(viii) all collateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateralcollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian The Borrower shall hold the Mortgage SBA Loan Documents (except for the SBA Loan Notes which shall be held by the FTA as bailee for the Lender), as bailee and agent for the Lender, the holders of the Guaranteed Portion and the Pledged Securities SBA, as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedtheir interests may appear.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Pledged SBA Loans;
(ii) all Mortgage Pledged Residual Interests;
(iii) to the extent of the Unguaranteed Portion, all SBA Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) below), Servicing Agreements (if any) and any other collateral pledged or otherwise relating to such Mortgage Pledged SBA Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iiiiv) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Pledged SBA Loan and all claims and payments thereunder;
(ivv) all other insurance policies and insurance proceeds relating to any Mortgage Pledged SBA Loan or the related Mortgaged Pledged Property;
(vvi) the Interest Income Asset;
(vii) the Reserve Account and all monies from time to time on deposit in such Reserve Account;
(viii) the Payment Account and all monies from time to time on deposit in such Payment Account;
(ix) all Interest Rate Protection Agreements, “general intangibles” (other than the SBA license) as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;; and
(vix) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viic) The Borrower hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all Pledged Securities;of the Borrower’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the Secured Obligations. The Borrower agrees to xxxx its computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Newtek Business Services Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansEligible Assets identified on an Asset Schedule attached to a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) hereof), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic recordsto any Mortgage Loan or REO Property;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property or to any REO Property;
(v) all Interest Rate Protection Agreements, the Custodial Agreement;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any and or all of the foregoing;
(vivii) all Cash Collateralpurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viiviii) the Collection Account and all monies from time to time on deposit therein;
(ix) the escrow accounts and similar arrangements relating to the Mortgage Loans and REO Properties and all monies from time to time on deposit therein;
(x) any REO Subsidiary Pledged Stock;
(xi) all Pledged Securities;“accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
(xii) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) The Borrower hereby assigns, pledges and grants a security interest to the Lender in all of its right, title and interest in, to and under all the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). The Borrower agrees to mxxx its computer records and tapes to evidence the security interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant To the extent the Paying Agent has control or possession of the Collection Account or any other Collateral, the Paying Agent shall hold such Collateral as a collateral agent for the Lender in accordance with Section 13.05. Nothing in this Loan Agreement requires delivery of Collateral to the Custodial AgreementPaying Agent, or obligates Paying Agent to hold any Collateral other than the Custodian shall hold the Mortgage Loan Documents Collection Account and the Pledged Securities as exclusive bailee, agent funds and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedassets credited thereto.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Property Documents, including, including without limitation, all promissory notes and the Property File, all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Contributed Properties, together with all files, material documents, instruments, surveysSurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(ii) all rights of Borrowers to receive from Asset Manager or any third party or to take delivery of any Servicing Records or other documents which constitute part of the Property File or Management File;
(iii) the Collection Accounts and all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance Income relating to any Mortgage Loan and all claims and payments thereunderthe Pledged Equity or the Contributed Properties;
(iv) all other insurance policies amounts and insurance property from time to time on deposit in the Collection Account and the proceeds relating to any Mortgage Loan or the related Mortgaged Propertythereof;
(v) all Interest Rate Protection warrants, options and other rights to acquire stock in each Borrower and all of Parent SPE’s right, if any, to participate in the management of such Borrower;
(vi) the Pledged Equity and all rights, privileges, authority and powers of any Borrower and Parent SPE, as applicable, as owner or holder of its equity interest in Parent Borrower or another Borrower, as applicable, including, but not limited to, all general intangible and contract rights related thereto;
(vii) all documents and certificates representing or evidencing any Pledged Equity;
(viii) all of Parent Borrower’s rights as the sole owner of the Equity Interests of each other Borrower to receive dividends and redemptions on account of the Pledged Equity interests of such Borrowers or to receive distributions of such Borrowers’ respective assets, upon complete or partial liquidation or otherwise;
(ix) all of Parent SPE’s rights as the sole owner of the Equity Interests of Parent Borrower to receive dividends and redemptions on account of the related Parent Borrower Pledged Equity or to receive distributions of Parent Borrower’s assets, upon complete or partial liquidation or otherwise;
(x) all distributions, cash, Property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for Parent Borrower’s interest in each other Borrower and Parent SPE’s interest in Parent Borrower, respectively, related to any Parent Borrower Pledged Equity and Borrower Pledged Equity, respectively;
(xi) any other rights, title, interest, privilege, authority and power of Parent SPE or any Borrower in or relating to any Pledged Equity, respectively, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all proceeds of and distribution in any of the foregoing and all books and records of Parent SPE or each Borrower pertaining to the foregoing;
(xii) all insurance policies and Insurance Proceeds relating to any Property and all rights of any Borrower to receive from Asset Manager or any third party or to take delivery of any of the foregoing;
(xiii) any Purchase Agreements, any other purchase agreements, contracts, related takeout commitments or other agreements relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto;
(xiv) all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing;
(vixv) all Cash Collateralrate protection collateral;
(viixvi) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing; and
(xvii) all Pledged Securities;other assets owned or acquired by Borrowers at any time.
(c) Each Borrower hereby assigns, pledges and grants a perfected first priority security interest to Lender in all of such Borrower’s rights, title and interest in, to and under (i) all the Collateral and (ii) each Property identified on a Notice of Borrowing and Pledge delivered by or on behalf of such Borrower to Lender and Diligence Agent from time to time, in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). For the avoidance of doubt, the grant of a perfected first priority security interest does not require mortgages to be executed and recorded except as contemplated under Section 4.02(b).
Appears in 1 contract
Samples: Master Loan and Security Agreement (Supernova Partners Acquisition Company, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Eligible Mortgage Loans identified on a Notice of Request for Borrowing and Pledge delivered by the Borrowers to the Lender ("Pledged Mortgage Loans;") and all Servicing Rights thereto; ----------------------
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in , Servicing Agreements and subject to the provisions of, Section 12.14(b) below), servicing agreements and any other collateral pledged or otherwise relating to such Pledged Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Eligible Securities identified on a Notice of Request for Borrowing and Pledge delivered by the Borrowers to the Lender ("Pledged ------- Securities"). ----------
(iv) all securities, moneys, or property representing interest or dividends on any of such Pledged Securities, or representing a distribution in respect of such Pledged Securities or resulting form a split-up, revision, reclassification or like change of such Pledged Securities or otherwise received in exchange therefore, and any subscriptions, warrants, rights or options issued to the holders of, or otherwise in respect of, such Pledged Securities.
(v) all Governing Agreements;
(vi) the documents and certificates comprising the Eligible Security Files including without limitation the original Eligible Securities and any other collateral pledged or otherwise relating to such Eligible Securities, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer storage media, accounting records and other books and records relating thereto;
(vii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Pledged Mortgage Loan and all claims and payments thereunder;
(ivviii) all other insurance policies and insurance proceeds relating to all of the foregoing or any Mortgage Loan or the related Mortgaged Property;
(vix) all Interest Rate Protection Agreements, ;
(x) the Collection Account and all monies from time to time on deposit in the Collection Account;
(xi) any purchase agreements covering or relating to any or constituting any and all of the foregoing;
(vixii) all Cash Collateralcollateral, however defined, under any other agreement between any of the Borrowers or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's Pledgor’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansPortfolio Excess Spread arising under or related to any Servicing Contract;
(ii) all Mortgage Loan Documentsrights to payment of amounts due under the Master Spread Acquisition Agreement on account of, includingor related to, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsthe Portfolio Excess Spread;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Assets, including the related Participation Certificates, arising under or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Master Spread Acquisition Agreement and all claims and payments rights thereunder;
(iv) all other insurance policies and insurance proceeds relating rights to any Mortgage Loan or reimbursement of Assets and/or amounts due in respect thereof under the related Mortgaged PropertyServicing Contract;
(v) the Dedicated Account to the extent of any rights thereto;
(vi) all Interest Rate Protection Agreementsrecords, instruments or other documentation evidencing any of the foregoing;
(vii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;foregoing (including, without limitation, all of Pledgor’s rights, title and interest in and under the Portfolio Excess Spread and Servicing Contracts); and
(viviii) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viib) In consideration of the agreements described in the Recitals hereto, Pledgor hereby assigns, pledges and grants a security interest in all Pledged Securities;of its right, title and interest in, to and under the Collateral to Buyer to secure the Obligations. Pledgor agrees to xxxx its computer records and tapes to evidence the interests granted to Buyer hereunder.
(c) Pledgor acknowledges and agrees that it has purchased the Collateral from the Servicer, subject to the first priority Lien of the Buyer and the second priority Lien of the Subordinated Lender, and that its rights with respect to the Collateral are and shall continue to be at all times junior and subordinate to the rights of Buyer under the Repurchase Documents.
Appears in 1 contract
Samples: Security and Subordination Agreement (PennyMac Mortgage Investment Trust)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within for the meaning of Article 8 of the Uniform Commercial CodeAgent, for the ratable benefit of Agent on behalf of Lender the Lenders, pursuant to terms of the Custodial Agreement and shall deliver to the Agent Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Takeout Commitments now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including such Borrower' right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment;
(vi) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securitiesany collateral, however defined, under any other agreement between any Borrower or any of its Affiliates on the one hand and any Lender or any Affiliate of a Lender on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (American Home Mortgage Investment Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansAssets identified on an Asset Schedule or Schedule 2 herein;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged Rights arising under or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject related to any restrictions on transfer under any Servicing Contract and related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsServicing Rights Collateral;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Receivables arising under or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating related to any Mortgage Loan and all claims and payments thereunderServicing Contract;
(iv) all other insurance policies and insurance proceeds relating rights to any Mortgage Loan reimbursement or payment of Assets and/or amounts due in respect thereof under the related Mortgaged PropertyServicing Contract, Securitization Transaction or Participation Agreement identified on Schedule 2 hereof;
(v) the Dedicated Accounts and the Xxxxxx Xxx Account;
(vi) all Interest Rate Protection Agreementsrights under the Underlying Spread Documents;
(vii) all rights under each Participation Agreement (other than rights with respect to Mortgage Loans that are not related to Agency Servicing Rights included within any Participation Agreement);
(viii) all records, instruments or other documentation evidencing any of the foregoing;
(ix) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
foregoing (vi) including, without limitation, all Cash Collateral;
(vii) all Pledged Securities;of Borrower’s rights, title and interest in and under the Participation Agreements and the Servicing Contracts); and
Appears in 1 contract
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.)
Collateral; Security Interest. (a) Pursuant Subject to any amendments, restatements, supplements or other modifications in Section 4.01 of Appendix A, as security for the prompt and complete payment when due of the Obligations and the performance by the Borrower of all the covenants and obligations to be performed by it pursuant to this Loan Agreement and the other Loan Documents, the Borrower hereby mortgages, pledges and grants to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents Lender a Lien on and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning security interest in all of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's rightits rights, title and interest in, in and to all personal property and under each of the following items of property, real property wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind and description, tangible or intangible, including without limitation, the following, whether now existing or hereafter created existing and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage LoansIntellectual Property as well as royalties therefrom;
(ii) each Individual Property;
(iii) all Mortgage Loan Documentscash and Cash Equivalents, and all other property from time to time deposited in any account or deposit account and the monies and property in the possession or under the control of Lender or any affiliate, representative, agent or correspondent of Lender related to the foregoing;
(iv) all other tangible and intangible personal property of the Borrower (whether or not subject to the Uniform Commercial Code), including, without limitation, all promissory notes bank and other accounts and all Servicing Recordscash and all investments therein, Servicing Agreements all rights to receive cash and investments, including without limitation, state, Federal or local tax refunds, intercompany debt, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any other collateral pledged of the property of the Borrower described in the preceding clauses of this Section 4.01(a) (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or otherwise relating to such Mortgage Loanshereafter held by the Borrower in respect of any of the items listed above), together with and all files, documents, instruments, surveys, certificatesbooks, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records files and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Records in the possession or otherwise) and under the control of the Borrower or any mortgage insurance certificate other Person from time to time acting for the Borrower that at any time evidence or other document evidencing such mortgage guaranties or insurance contain information relating to any Mortgage Loan and all claims and payments thereunder;
(ivof the property described in the preceding clauses of this Section 4.01(a) all other insurance policies and insurance proceeds relating to any Mortgage Loan or are otherwise necessary or helpful in the related Mortgaged Propertycollection or realization thereof;
(v) all Interest Rate Protection Agreementsrights, relating to or constituting any title and all interest of the foregoingBorrower (but not any of the obligations, liabilities or indemnifications of the Borrower) in, to and under the Loan Documents;
(vi) all Cash Collateral“accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles” (including without limitation, uncertificated Equity Interests), “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts,” as each of those terms is defined in the Uniform Commercial Code;
(vii) and all Pledged Securities;products and proceeds relating to or constituting any or all of the foregoing (clauses (i) through (vii) collectively, the “Collateral”); in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise), provided that, notwithstanding anything to the contrary contained herein or in any other Loan Document, the term “Collateral” and each other term used in the definition thereof shall not include, and the Borrower is not pledging or granting a security interest in, any Property to the extent that such Property constitutes Excluded Collateral; provided further that if and when, and to the extent that, any Property ceases to be Excluded Collateral, the Borrower hereby grants to the Lender, and at all times from and after such date, the Lender shall have, a first priority or junior priority, as applicable, Lien in and on such Property (subject to Permitted Liens) and the Borrower shall cooperate in all respects to ensure the prompt perfection of the Lender’s security interest therein. The Liens granted to Lender hereinabove shall be first priority Liens on all of the Collateral (subject to Permitted Liens and to the extent legally and contractually permissible); provided that, with respect to the Collateral which is subject to a Senior Lien, as set forth on Schedule 6.28, the Lien shall be of junior priority (subject to Permitted Liens and to the extent legally and contractually permissible). The Obligations of the Borrower under the Loan Documents constitute recourse obligations of the Borrower, and therefore, their satisfaction is not limited to payments from the Facility Collateral.
(b) With respect to each right to payment or performance included in the Collateral from time to time, the Lien granted therein includes a continuing security interest in (i) any supporting obligation that supports such payment or performance and (ii) any Lien that (A) secures such right to payment or performance or (B) secures any such supporting obligation.
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, in and to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loansthe Asset identified on Schedule 1 attached hereto;
(ii) all Mortgage Underlying Loan DocumentsDocuments relating to the foregoing, includingincluding without limitation all participation certificates, without limitationpromissory notes, all promissory notes and all Servicing Recordsservicing records, Servicing Agreements servicing rights, pledge agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Asset, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Deposit Account and all monies from time to time on deposit in the Deposit Account;
(iv) all mortgage guaranties and insurance relating to the Asset (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Asset and all claims and payments thereunder;
(ivv) all other insurance policies and insurance proceeds relating to any Mortgage the Underlying Loan or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, if any, relating to the Asset;
(vii) all collateral, however defined, under any other agreement between Borrower, Manager or any of their Affiliates on the one hand and Lender or any of its Affiliates on the other hand that relates solely to the Asset;
(viii) all right, title and interest of Borrower with respect to the Asset in and to any and all “securities accounts”, as defined in the Uniform Commercial Code, relating to any of the foregoing and each “financial asset”, as defined in the Uniform Commercial Code, contained therein, including, without limitation, any accounts described in Section 3.03 and including all collection, escrow and reserve accounts relating to the Underlying Loan;
(ix) all right, title and interest of Borrower with respect to the Asset in and to any and all “accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
(vix) all Cash Collateral;right, title and interest of Borrower with respect to the Asset in and to any and all “deposit accounts”, as defined in the Uniform Commercial Code, relating to any of the foregoing including all collection, escrow and reserve accounts relating to the Underlying Loan; and
(viixi) any and all Pledged Securities;replacements, substitutions, distributions, payments, Income, profits on or proceeds of any and all of the foregoing.
(b) Borrower hereby pledges to Lender, and grants a security interest in favor of Lender in, Borrower’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the Secured Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (TPG RE Finance Trust, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":: ----------
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any 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 Servicer Accounts established pursuant to any Servicing Agreement and all Cash Collateralamounts on deposit therein, from time to time;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Franchise Mortgage Acceptance Co)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Controlled Accounts and all Cash Collateralmonies from time to time on deposit in the Controlled Accounts;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between each Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) The Underlying Loan Documents shall be collaterally assigned to Lender as security for the Loan and delivered to Custodian, together with endorsements of the original Underlying Notes in blank and assignments in blank of the Underlying Mortgages in recordable form and other ancillary loan documentation. Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Underlying Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) the Underlying Loans and all Mortgage Loansproceeds therefrom;
(ii) all Mortgage Underlying Loan DocumentsDocuments relating to the foregoing, including, including without limitation, limitation all promissory notes notes, guaranties, and all Servicing Records, Servicing Agreements Rights, the Purchase and Sale Agreement, the Servicing Agreement, custodial agreements and any other collateral pledged or otherwise relating to such Mortgage the Underlying Loans, together with all files, documents, letters of credit, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsthereto in Borrower’s possession;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage the Underlying Loans, provided that insurance proceeds and condemnation awards shall be applied in accordance with the terms of the Underlying Loan or Documents;
(iv) the related Mortgaged PropertyServicing Account and all monies from time to time deposited in the Servicing Account;
(v) the Collection Account and all Interest Rate Protection Agreementsmonies from time to time deposited in the Collection Account;
(vi) all “securities accounts”, as defined in the UCC, relating to any of the foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 3.03(b);
(vii) all “accounts”, “chattel paper” and “general intangibles” as defined in the UCC relating to or constituting any and all of the foregoing;; and
(viviii) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viic) all Pledged Securities;Borrower hereby assigns, pledges to Lender, and grants a security interest in favor of Lender in, Borrower’s right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the Secured Obligations.
Appears in 1 contract
Samples: Loan and Security Agreement (NexPoint Real Estate Finance, Inc.)
Collateral; Security Interest. (a) Pursuant To the extent the Paying Agent has control or possession of the Remittance Account or any other Collateral, the Paying Agent shall hold such Collateral as a collateral agent for the Administrative Agent in accordance with Section 12.05). Nothing in this Loan Agreement requires delivery of Collateral to the Custodial AgreementPaying Agent, or obligates Paying Agent to hold any Collateral other than, in each case, the Custodian shall hold the Mortgage Loan Documents Remittance Account and the Pledged Securities as exclusive bailee, agent funds and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedassets credited thereto.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documentsdocuments, includingincluding without limitation the Underwriting File, without limitationthe Property File, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Properties, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, accounting records and other books and records relating thereto;
(ii) all rights of Borrower, including electronic recordseach Eligible Property Owner and Asset Managers to receive from any third party or to take delivery of any Servicing Records or other documents which constitute part of the Property File or Management File;
(iii) the Collection Accounts and all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance Income relating to any Mortgage Loan and all claims and payments thereunderthe Eligible Property Owner Pledged Equity or the Properties;
(iv) all other insurance policies amounts and insurance property from time to time on deposit in the Remittance Account, the proceeds relating to any Mortgage Loan or thereof, and the related Mortgaged PropertyRemittance Account itself;
(v) Borrower’s, each Eligible Property Owner’s and Asset Managers’ rights under any Lease Agreement;
(vi) all warrants, options and other rights to acquire stock in Borrower, each Eligible Property Owner and all of Borrower’s or Parent SPE’s right, if any, to participate in the management of Borrower or such Eligible Property Owner, as applicable;
(vii) the Pledged Equity and all rights, privileges, authority and powers of Parent SPE and Borrower, as applicable, as owner or holder of its equity interest in Parent SPE, Borrower or the Eligible Property Owners, as applicable, including, but not limited to, all general intangible and contract rights related thereto;
(viii) all documents and certificates representing or evidencing Parent SPE’s Equity Interest Rate Protection in Borrower and all documents and certificates representing or evidencing Borrower’s Equity Interest in the Eligible Property Owners;
(ix) all of Parent SPE’s rights as the sole owner of the Equity Interests of Borrower to receive dividends and redemptions on account of the Borrower Pledged Equity or to receive distributions of Borrower’s assets, upon complete or partial liquidation or otherwise;
(x) all of Borrower’s rights as the sole owner of the Equity Interests in each Eligible Property Owner to receive dividends and redemptions on account of the related Eligible Property Owner Pledged Equity or to receive distributions of each Eligible Property Owner’s respective assets, upon complete or partial liquidation or otherwise;
(xi) all distributions, cash, property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for Parent SPE’s and Borrower’s interest in Borrower and each Eligible Property Owner, respectively, related to any Borrower Pledged Equity and Eligible Property Owner Pledged Equity, respectively, which is delivered or transferred to Administrative Agent, for the benefit of the Secured Parties;
(xii) any other rights, title, interest, privilege, authority and power of Parent SPE or Borrower in or relating to Borrower and each Eligible Property Owner, respectively, related to any Borrower Pledged Equity and Eligible Property Owner Pledged Equity, respectively, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all proceeds of and distribution in any of the foregoing and all books and records of Parent SPE, Borrower and each Eligible Property Owner pertaining to the foregoing;
(xiii) all insurance policies and Insurance Proceeds relating to any Property and all rights of Borrower, any Eligible Property Owner and any Asset Manager to receive from any third party or to take delivery of any of the foregoing;
(xiv) amounts and property from time to time on deposit in the General Reserve Account, the Remittance Account and each Collection Account, the proceeds thereof, and all rights and interest in the General Reserve Account, Remittance Account and each Collection Account itself;
(xv) any Purchase Agreements, any other purchase agreements, contracts, related takeout commitments or other agreements relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto;
(xvi) to the extent not otherwise described above, all of Borrower’s, Parent SPE’s and each Eligible Property Owner’s right, title and interest in any and all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing;
(vixvii) all Cash Collateralother assets owned or acquired by Borrower or any Eligible Property Owner at any time;
(viixviii) all Pledged Securities;Rate Protection Collateral; and
(xix) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) Borrower hereby assigns, pledges and grants a perfected first priority security interest to Administrative Agent, for the benefit of the Secured Parties, in all of Borrower’s rights, title and interest in, to and under (i) all the Collateral and (ii) any interest of Borrower in each Property identified on a Notice of Borrowing and Pledge delivered by or on behalf of Borrower to Administrative Agent and the Diligence Agent from time to time, in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to Administrative Agent hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”).
(d) Borrower shall cause each Eligible Property Owner to assign, pledge and grant to Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of such Eligible Property Owner’s rights, title and interest in, to and under all assets of such Eligible Property Owner, including without limitation each Property, in each case whether now owned or hereafter acquired by such Eligible Property Owner, now existing or hereafter created and wherever located, to secure such Eligible Property Owner’s obligations under the applicable Eligible Property Owner Guaranty and Pledge and all other amounts owing to Administrative Agent hereunder, under the Note and under the other Loan Documents. For the avoidance of doubt, except as set forth in Section 4.02(b), mortgages shall not be required to be filed by the Eligible Property Owners to perfect the Administrative Agent’s interest in any Properties.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Starwood Waypoint Residential Trust)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansEligible Assets identified on an Asset Schedule attached to a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) hereof), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating theretoto any Mortgage Loan or REO Property, including electronic recordsin each case, only to the extent such collateral relates to the Mortgage Loan or REO Property;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property or to any REO Property;
(v) all Interest Rate Protection Agreements, the Custodial Agreement;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any and or all of the foregoing;
(vivii) all Cash Collateralpurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viiviii) the Collection Account and all monies from time to time on deposit therein;
(ix) the escrow accounts and similar arrangements relating to the Mortgage Loans and REO Properties and all monies from time to time on deposit therein;
(x) any REO Subsidiary Pledged Stock;
(xi) all Pledged Securities;“accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
(xii) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) The Borrower hereby assigns, pledges and grants a security interest to the Lender in all of its right, title and interest in, to and under all the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). The Borrower agrees to xxxx its computer records and tapes to evidence the security interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage theMortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or ownedor hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any or all Cash Collateralof the foregoing;
(vii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viii) all "accounts", "chattel paper" and "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
(ix) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) The Borrower hereby assigns, pledges and grants a security interest to the Lender in all of its right, title and interest in, to and under all the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). The Borrower agrees to xxxx its computer records and tapes to evidence the security interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrowers to the Lender and the Custodian from time to time;
(ii) all other Property delivered by the Borrowers to the Lender or the Custodian from time to time to be held as "collateral" hereunder;
(iii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 10.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iiiiv) the Borrowers' interest in all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(ivv) the Borrowers' interest in all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vivii) any Governing Agreements, purchase agreements or other similar agreements constituting any or all Cash Collateralof the foregoing;
(viiviii) all purchase or take-out commitments relating to or constituting any or all of the foregoing;
(ix) all Pledged SecuritiesSecurities identified herein;
Appears in 1 contract
Samples: Warehouse Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant To secure the payment and performance in full of all of the Secured Obligations, each Grantor hereby pledges, grants and assigns to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial CodeCollateral Agent, for the benefit of Agent on behalf the Holders, a continuing security interest in all goods, inventory, equipment, instruments, promissory notes, documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of Lender pursuant to terms of credit is evidenced by a writing), commercial tort claims, investment property (including the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each Pledged Interests), financial assets, supporting obligations, any other contract rights or rights to the effectpayment of money, inter aliainsurance claims and proceeds, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documentsgeneral intangibles, including, without limitation, all promissory notes payment intangibles, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, software (including any copyrights, trademarks and trade secrets of the software), customer lists, goodwill, and all Servicing Recordslicenses, Servicing Agreements leases, permits, agreements of any kind or nature, wherever located, whether now owned or hereafter acquired or arising and all accessions and improvements to, substitutions and replacements for and rents, profits and products and proceeds thereof (collectively, but excluding the Excluded Assets (as defined below), the “Collateral”).
(b) Notwithstanding the foregoing, the Collateral shall not include (i) any property where the granting of a security interest in such property would be prohibited by agreement, applicable law or regulation or, with respect to any pledge of equity interests owned by any Grantor in any entity that is not wholly-owned by such Grantor, the organizational documents of such entity (in each case, only to the extent that such contractual provisions are not rendered ineffective by applicable law or otherwise unenforceable), in each case, to the extent that a grant of a security interest therein would violate or invalidate such agreement or create a right of termination in favor of any other collateral pledged party thereto (other than any Grantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition, and (ii) those assets as to which the Holders and Issuer agree in writing shall be excluded where the costs and burdens of obtaining a security interest therein or otherwise relating perfection thereof outweigh the benefit to Holders of the security to be afforded thereby (collectively, the “Excluded Assets”); provided, however, “Excluded Assets” shall not include any proceeds, substitutions or replacements of Excluded Assets (unless such Mortgage Loansproceeds, together substitutions or replacements would in and of themselves constitute Excluded Assets).
(c) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any applicable Uniform Commercial Code jurisdiction any initial financing statements, amendments or modifications thereto or continuations thereof that (i) indicate the Collateral (1) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code, or (2) as being of an equal or lesser scope or with all filesgreater detail, and (ii) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment. Each Grantor hereby further irrevocably authorizes the Collateral Agent to file intellectual property security agreements with respect to the Collateral with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), as applicable.
(d) At any time and from time to time, each Grantor will duly execute, deliver and file with appropriate agencies such further instruments and documents, instrumentsprovide such further information and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers granted herein. Further to ensure the attachment, surveys, certificates, correspondence, appraisals, computer programs perfection and first priority of (subject to any restrictions on transfer under any related licensing agreementPermitted Liens (as defined below), computer storage mediaand the ability of the Collateral Agent to enforce, accounting records the security interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, that if any Grantor shall at any time hold or acquire any promissory notes or tangible chattel paper, deposit accounts, securities or investment property, electronic chattel paper, letter of credit rights, or commercial tort claims, or any Collateral shall come into possession of a bailee, such Grantor shall immediately notify the Collateral Agent thereof and other books take any action reasonably requested by the Collateral Agent to insure the attachment, perfection and records relating theretofirst priority of, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating the ability of the Collateral Agent to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating enforce, the security interest granted to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting Collateral Agent in any and all of the foregoing;Collateral.
(vie) all Cash In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default (as defined in the Debentures) , the Collateral Agent shall have the right to enter and remain upon the premises of any Grantor without cost or charge to the Collateral Agent, and use the same, together with materials, supplies, books and records of such Grantor for the purpose of collecting and liquidating the Collateral;, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Collateral Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.
(viif) Failure by the Collateral Agent to exercise any right, remedy or option under this Agreement or applicable law, or any delay by the Collateral Agent in exercising the same, shall not operate as a waiver of any such right, remedy or option. The rights and remedies of the Collateral Agent under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Collateral Agent has.
(g) In the event that the proceeds of any sale, collection or realization on the Collateral are insufficient to pay in full all Pledged Securities;of the Secured Obligations, the Grantors shall be liable for the deficiency, together with interest thereon, together with the costs of collection and the reasonable fees, charges and disbursements of counsel.
(h) Upon request of the Collateral Agent, each Grantor shall use commercially reasonable efforts to obtain and deliver to the Collateral Agent fully executed control agreements with respect to any deposit, securities and investment accounts of such Grantor, in form and substance reasonably acceptable to the Collateral Agent.
(i) Upon the repayment in full in cash of the Secured Obligations, this Agreement and the security interests granted hereunder will thereafter automatically terminate and be of no further force or effect, and the Collateral Agent shall execute and/or deliver, at the expense of the Grantors, each document, instrument or filing reasonably requested by any Grantor to evidence the termination of this Agreement and such security interests.
(j) For purposes of this Agreement the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Guaranty and Security Agreement (Remark Holdings, Inc.)
Collateral; Security Interest. (a1) Pursuant With respect to Eligible Mortgage Loans, the Mortgage Custodian shall, pursuant to the Mortgage Custodial Agreement, the Custodian shall : (i) hold the related Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall (ii) deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender each to the effect, inter alia, effect that it has reviewed such the related Mortgage Loan Documents in the manner and to the extent required by the Mortgage Custodial Agreement and identifying any deficiencies Exceptions in such Mortgage Loan Documents as so reviewed.reviewed in the Exception Reports. With respect to Eligible Bonds or Pledged Stock, the Bond/PC Custodian shall, pursuant to the Bond/PC Custodial Agreement, hold such Eligible Bonds or Pledged Stock and the related Bond Files, either directly or through the facilities of a Relevant System, as "securities intermediary" (as
(b2) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERALCollateral":
(i1) all Mortgage Loans, Eligible Bonds, Pledged Stock, and Participation Certificates (or the Underlying Mortgage Loans related thereto) identified on a Notice of Borrowing and Pledge delivered by the related Borrower to the Lender and the Bond/PC Custodian or the Mortgage Custodian, as applicable, from time to time (the "Assets");
(ii2) all Mortgage Loan Asset Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansAgreements, together with servicing rights, all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;Transfer
(iii3) all mortgage guaranties and insurance relating to Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Assets and all claims and payments thereunder;
(iv4) all other insurance policies and insurance proceeds relating to any Mortgage Loan Assets;
(5) all purchase or Take-Out Commitments relating to or constituting any or all of the foregoing;
(6) all of the related Borrower's rights in the Pledged Stock of each Eligible Entity the Pledged Stock of which is an Asset, and all of the related Borrower's
(7) all warrants, options and other rights to acquire stock in each Eligible Entity and all of the related Borrower's rights, if any, to participate in the management of such Eligible Entity the Pledged Stock of which is an Asset;
(8) all rights, privileges, authority and powers of the related Borrower as owner or holder of its equity interest in each Eligible Entity the Pledged Stock of which is an Asset, including, but not limited to, all general intangible and contract rights related thereto;
(9) all documents and certificates representing or evidencing the related Borrower's equity interest in each Eligible Entity the Pledged Stock of which is an Asset;
(10) all of the related Borrower's right as shareholder of each Eligible Entity the Pledged Stock of which is an Asset to receive dividends and redemptions on account of
(11) all distributions, cash, Property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for the related Borrower's interest in each Eligible Entity related to any Pledged Stock which is an Asset and delivered or transferred to the Lender or the related Mortgaged PropertyBorrower or in the case of securities deposited in any securities account controlled by the Lender or the related Borrower and not controlled by any other party;
(v12) any other rights, title, interest, privilege, authority and power of the Borrower in or relating to each Eligible Entity related to any Pledged Stock which is an Asset, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all proceeds of and distribution in any of the foregoing and all books and records of the related Borrower pertaining to the foregoing;
(13) all Interest Rate Protection Agreements, Hedging Agreements relating to such Assets;
(14) the Collection Account and the balance from time to time standing to the credit of the Collection Account and all rights with respect thereto;
(15) all purchase agreements relating to such Assets;
(16) all collateral, however defined, under any other agreement between the Borrowers or any of their Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(17) all "accounts", "chattel paper", "general intangibles" and "securities accounts" as defined in the Uniform Commercial Code constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;; and
Appears in 1 contract
Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian The Collateral Agent shall hold the Mortgage Loan Contract Documents and (other than the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender Servicing Documents) pursuant to terms of the Custodial Agreement Agreement, as secured party for the benefit of the Lender, the Hedge Counterparty and the Insurer pursuant to Section 4.01(c), and shall deliver Trust Receipts (as defined in Certifications to the Custodial Agreement) to Agent Lender and the Insurer each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Contract Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies exceptions in such Mortgage Loan Contract Documents as so reviewedreviewed in the Contract Exception Reports.
(b) All of Borrower's right, title and interest of the Borrower in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansContracts identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender, the Insurer and the Collateral Agent from time to time, including, without limitation all amounts paid or payable thereon or in respect thereof after the related Funding Date (including amounts due on or before such Funding Date but received by TFC, the Servicer or the Borrower on or after such Funding Date);
(ii) all Mortgage Loan Contract Documents, any and all other documents that TFC or any other Servicer keeps on file in accordance with its customary procedures relating to the Contracts, the Obligors or the Financed Vehicles, and all rights and benefits, but none of the obligations and burdens, under Interest Rate Hedging Agreements entered into pursuant to the Hedging Strategy relating to such Contracts;
(iii) all rights and interests, including security interests, in the Financed Vehicles granted by Obligors pursuant to the Contracts and any other interest of the Borrower in such Financed Vehicles;
(iv) any proceeds and the right to receive proceeds with respect to the Contracts from claims on any Insurance Policies covering the Contracts, Financed Vehicles or Obligors, including rebates or refunds of insurance premiums relating to the Contracts, and any proceeds from the liquidation of, without limitation, the Contracts;
(v) any and all rights against any Dealer pursuant to Dealer Agreements or Dealer Assignments, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsholdback amounts;
(iiivi) all mortgage guaranties property (including the right to receive Net Liquidation Proceeds) that secures a Contract and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing that has been acquired pursuant to liquidation of such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunderContract;
(ivvii) all other insurance policies of its rights and insurance proceeds relating to any Mortgage Loan benefits, but none of its obligations or burdens, under the related Mortgaged PropertyPurchase Agreement, including the delivery requirements, representations and warranties and the cure, repurchase and indemnification obligations of TFC under the Purchase Agreement;
(vviii) all Interest Rate Protection Agreementsrights and benefits, but none of the obligations and burdens, under the Standby Processing Agreement;
(ix) all rights under any Service Contracts on the related Financed Vehicles;
(x) all Collections, the Collection Account, the Reserve Account and the balances, investments and all proceeds thereof and other items of value attributable or credited to the Collection Account and the Reserve Account and all rights with respect thereto;
(xi) any rights with respect to warranties made by the seller of the Financed Vehicle;
(xii) all "accounts", "chattel paper", "deposit accounts", "general intangibles", "goods" (including, without limitation, "equipment"), "instruments" and "investment property" as defined in the UCC relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Warehouse and Security Agreement (TFC Enterprises Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Takeout Commitments now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including such Borrower' right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment;
(vi) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
; (vivii) all Cash Collateralany collateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securitiesany collateral, however, defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (American Home Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Medallion Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansMedallion Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time, including, without limitation all liquidation proceeds and recoveries with respect thereto, and the Medallion Collateral securing same, and any security interest in such Medallion Loans in favor of the applicable Seller;
(ii) all Mortgage Medallion Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Purchase Agreement (including, without limitation all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating rights of the Borrower to any Mortgage Loan amounts due, and all claims and payments thereunderrights of indemnity arising, under or in connection with the Purchase Agreement);
(iv) all other insurance policies Approved Purchase Agreements (including, without limitation all rights of the Borrower to amounts due, and insurance proceeds relating to all rights of indemnity arising, under or in connection with any Mortgage Loan or the related Mortgaged PropertyApproved Purchase Agreement);
(v) all Hedging Arrangements;
(vi) all insurance policies and any proceeds from such insurance policies relating to the Medallion Loans, the Obligors or the related Medallion Collateral;
(vii) all Collections and all rights with respect thereto;
(viii) the Collection Account, the Interest Rate Protection AgreementsReserve Deposit Account and the balances, investments and other items of value attributable or credited to the Collection Account or the Interest Reserve Deposit Account, and all rights with respect thereto;
(ix) all “chattel paper” and “documents” (as defined in the Uniform Commercial Code) evidencing or relating to the Medallion Loans;
(x) the Servicing Agreement and all Servicing Records;
(xi) all Permitted Joint Participation Interests and Permitted Junior Participation Interests, and all agreements with respect thereto;
(xii) all “equipment”, “general intangibles” and “instruments” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;; and
(vixiii) any and all Cash Collateral;replacements, substitutions, distributions on, or proceeds of any and all of the foregoing.
(viic) The Borrower hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all Pledged Securities;of the Borrower’s right, title and interest in, to and under the Collateral including without limitation the repayment of principal of and interest on all Advances and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents and all other amounts owing by such Borrower to the Lender, whether now owned or hereafter acquired, now existing or hereafter created, to secure the Secured Obligations. Each of the Borrower and the Servicer agrees to xxxx its master computer databases and computer files (by way of the creation of a special “field” or otherwise), in a manner acceptable to the Lender, to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrowers to the Lender and the Custodian from time to time;
(ii) all other Property delivered by the Borrowers to the Lender or the Custodian from time to time to be held as “collateral” hereunder;
(iii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 10.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iiiiv) the Borrowers’ interest in all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(ivv) the Borrowers’ interest in all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vivii) any purchase agreements or other similar agreements constituting any or all Cash Collateralof the foregoing;
(viiviii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(ix) all “supporting obligations” within the meaning of the Uniform Commercial Code as in effect from time to time;
(x) all “investment property”, “accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
Appears in 1 contract
Samples: Warehouse Loan and Security Agreement (Aames Investment Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Medallion Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansMedallion Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time, including, without limitation all liquidation proceeds and recoveries with respect thereto, and the Medallion Collateral securing same, and any security interest in such Medallion Loans in favor of the applicable Seller;
(ii) all Mortgage Medallion Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Purchase Agreement (including, without limitation all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating rights of the Borrower to any Mortgage Loan amounts due, and all claims and payments thereunderrights of indemnity arising, under or in connection with the Purchase Agreement);
(iv) all other insurance policies Approved Purchase Agreements (including, without limitation all rights of the Borrower to amounts due, and insurance proceeds relating to all rights of indemnity arising, under or in connection with any Mortgage Loan or the related Mortgaged PropertyApproved Purchase Agreement);
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoingHedging Arrangements;
(vi) all Cash insurance policies and any proceeds from such insurance policies relating to the Medallion Loans, the Obligors or the related Medallion Collateral;
(vii) all Pledged SecuritiesCollections and all rights with respect thereto;
(viii) the Collection Account, the Interest Reserve Deposit Account and the balances, investments and other items of value attributable or credited to the Collection Account or the Interest Reserve Deposit Account, and all rights with respect thereto;
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Collateral; Security Interest. (a) Pursuant To the extent the Paying Agent has control or possession of the Collection Account or any other Collateral, the Paying Agent shall hold such Collateral as a collateral agent for the Lender in accordance with Section 13.05. Nothing in this Loan Agreement requires delivery of Collateral to the Custodial AgreementPaying Agent, or obligates Paying Agent to hold any Collateral other than the Custodian shall hold the Mortgage Loan Documents Collection Account and the Pledged Securities as exclusive bailee, agent funds and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedassets credited thereto.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Property Documents, including, including without limitation, all promissory notes and the Property File, all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Contributed Properties, together with all files, material documents, instruments, surveysSurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(ii) all rights of Borrowers to receive from Asset Manager or any third party or to take delivery of any Servicing Records or other documents which constitute part of the Property File or Management File;
(iii) the Concentration Accounts, the Collection Accounts and all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance Income relating to any Mortgage Loan and all claims and payments thereunderthe Pledged Equity or the Contributed Properties;
(iv) all other insurance policies amounts and insurance property from time to time on deposit in the Concentration Account and the Collection Account and the proceeds relating to any Mortgage Loan or the related Mortgaged Propertythereof;
(v) all Interest Rate Protection warrants, options and other rights to acquire stock in each Borrower and all of Parent SPE’s right, if any, to participate in the management of such Borrower;
(vi) the Pledged Equity and all rights, privileges, authority and powers of any Borrower and Parent SPE, as applicable, as owner or holder of its equity interest in Parent Borrower or another Borrower, as applicable, including, but not limited to, all general intangible and contract rights related thereto;
(vii) all documents and certificates representing or evidencing any Pledged Equity;
(viii) all of Parent Borrower’s rights as the sole owner of the Equity Interests of each other Borrower to receive dividends and redemptions on account of the Pledged Equity interests of such Borrowers or to receive distributions of such Borrowers’ respective assets, upon complete or partial liquidation or otherwise;
(ix) all of Parent SPE’s rights as the sole owner of the Equity Interests of Parent Borrower to receive dividends and redemptions on account of the related Parent Borrower Pledged Equity or to receive distributions of Parent Borrower’s assets, upon complete or partial liquidation or otherwise;
(x) all distributions, cash, Property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for Parent Borrower’s interest in each other Borrower and Parent SPE’s interest in Parent Borrower, respectively, related to any Parent Borrower Pledged Equity and Borrower Pledged Equity, respectively;
(xi) any other rights, title, interest, privilege, authority and power of Parent SPE or any Borrower in or relating to any Pledged Equity, respectively, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all proceeds of and distribution in any of the foregoing and all books and records of Parent SPE or each Borrower pertaining to the foregoing;
(xii) all insurance policies and Insurance Proceeds relating to any Property and all rights of any Borrower to receive from Asset Manager or any third party or to take delivery of any of the foregoing;
(xiii) any Purchase Agreements, any other purchase agreements, contracts, related takeout commitments or other agreements relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto;
(xiv) all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing;
(vixv) all Cash Collateralrate protection collateral;
(viixvi) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing; and
(xvii) all Pledged Securities;other assets owned or acquired by Borrowers at any time.
(c) Each Borrower hereby assigns, pledges and grants a perfected first priority security interest to Lender in all of such Borrower’s rights, title and interest in, to and under (i) all the Collateral and (ii) each Property identified on a Notice of Borrowing and Pledge delivered by or on behalf of such Borrower to Lender and Diligence Agent from time to time, in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). For the avoidance of doubt, the grant of a perfected first priority security interest does not require mortgages to be executed and recorded except as contemplated under Section 4.02(b).
Appears in 1 contract
Samples: Master Loan and Security Agreement (Offerpad Solutions Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(viii) all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Custodial AgreementCollateral described in Section 4.01(b) below to Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to Lender hereunder, under the Custodian shall hold Note, under the Mortgage other Loan Documents and any and all MS Indebtedness from time to time outstanding (collectively, the Pledged Securities as exclusive bailee, agent and securities intermediary, within "Secured Obligations"). Borrower agrees to mark its computer records to evxxxxce the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of interests granted to Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedhereunder.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, property pledged by Borrower to Lender from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter individually and collectively referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansCMBS and Other Approved Collateral;
(ii) all Mortgage Loan Collateral Documents, includingincluding without limitation all securities, without limitationpromissory notes, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansCollateral, all representations and warranties made to, or for the benefit of, Borrower by any Collateral Obligor, all Servicing Records (as defined in Section 11.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsin each case subject to prior liens and encumbrances permitted by Lender;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Collateral and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Collateral or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securities;
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant Except for Permitted Liens, Borrower has good title to the Custodial Collateral, free and clear of Liens. Borrower has no deposit accounts or securities accounts, other than the deposit accounts and securities accounts described on Schedule 5.2a, and for each such account described on Schedule 5.2a, Borrower has provided Lender with an Account Control Agreement. Except as may be noted on Schedule 5.2b, the Custodian shall hold Collateral is not in the Mortgage Loan Documents and the Pledged Securities possession of any third party bailee (such as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 a warehouse). None of the Uniform Commercial Code, for the benefit of Agent Collateral shall be maintained at locations other than as provided on behalf of Lender pursuant to terms Schedule 5.2c. The grant of the Custodial Agreement and shall deliver Trust Receipts (as defined security interest to Lender by Borrower hereunder is effective to create, in favor of Lender, a valid first priority security interest in all of the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest of Borrower in, to and under each of the following items of propertyCollateral (subject to Permitted Liens), whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
assuming that (i) all Mortgage Loans;
the Collateral constitutes the types of Collateral in which a security interest may be perfected by the filing of a financing statement and (ii) all Mortgage Loan Documentssuch financing statement is in the appropriate form and is properly filed, includingLender shall have a perfected first priority security interest over the Collateral, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under Permitted Liens. As of the Closing Date, the Borrower (or any related licensing agreementSubsidiary thereof), computer storage mediais not the owner of (i) any copyright applications or registrations, accounting records and other books and records relating thereto(ii) any patent applications or issued patents, including electronic records;
without limitation design and utility patents, utility models, industrial designs, improvements, divisions, continuations, renewals, reissues, reexaminations, extensions and continuations-in-part of the same and the inventions disclosed or claimed therein or (iii) all mortgage guaranties any trademarks, service marks and insurance applications therefore, whether registered or not, other than those items set forth in the Patent, Trademark and Copyright Security Agreement. Upon the Borrower (issued by governmental agencies or otherwiseany Subsidiary thereof) and acquiring any mortgage insurance certificate right, title or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating interest to or constituting in any additional Intellectual Property, Borrower shall promptly deliver to Lender any amendment or supplement to the Patent, Trademark and Copyright Security Agreement, all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;in a form satisfactory to Lender, in connection with such additional Intellectual Property.
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Pooling and Servicing Agreement, the Custodian Trustee shall hold the Mortgage Loan Documents and delivered to the Pledged Securities Trustee as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Pooling and Servicing Agreement and shall deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender Pledged Certificates, each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Pooling and Servicing Agreement and identifying any deficiencies in such Mortgage Loan Documents for the Mortgage Loans identified in the Mortgage Loan Schedule and Collateral Report (in the form of Exhibit I to the Pooling and Servicing Agreement) as so reviewed.
(b) All of Borrower's each Borrowers' right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all purchase agreements or other agreements or contracts, (other than Interest Rate Protection Agreements, which are expressly excluded herefrom) and the rights relating to to, constituting, or constituting otherwise governing, any and or all of the foregoingforegoing to the extent they relate to the Mortgage Loans, including the right to receive principal and interest payments and the right to enforce such payments;
(vi) all Cash CollateralCollection Accounts and any funds on deposit in Collection Accounts to the extent such funds represent proceeds from the Mortgage Loans (as defined in the Pooling and Servicing Agreement), if any;
(vii) all Pledged SecuritiesCertificates evidencing any or all of the Mortgage Loans;
(viii) the Pooling and Servicing Agreement as it relates to or constitutes any or all of the foregoing;
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Collateral Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Collateral Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Collateral Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansLoans and Contracts identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Collateral Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansLoans and Contracts, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan and Contract accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans and Contracts or the related Mortgaged Property or Secured Property, as the case may be;
(v) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any or all Cash Collateralof the foregoing;
(vii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, and “securities accounts”, as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds, in each case relating to or constituting any or all of the foregoing;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Fleetwood Enterprises Inc/De/)
Collateral; Security Interest. (a) Pursuant to the applicable Custodial Agreement, the Custodian shall hold the Mortgage Loan Asset Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the applicable Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the applicable Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.Asset
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansAssets which either Custodian has been instructed to hold for the Lender pursuant to the applicable Custodial Agreement;
(ii) all Mortgage Loan DocumentsAsset Documents for such Mortgage Assets, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage LoansAssets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any such Mortgage Loan Asset and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any such Mortgage Loan Asset or the related Mortgaged PropertyProperty including without limitation any FHA Mortgage Insurance;
(v) all Interest Rate Protection Agreements relating to such Mortgage Assets;
(vi) any account established by either Custodian for the benefit of the Lender pursuant to either Custodial Agreement and the balance from time to time standing to the credit of such account and all rights with respect thereto;
(vii) all "collateral", however defined, under any Other Agreements, ;
(viii) all Insured Closing Letters and rights relating thereto;
(ix) all rights under any errors and omissions policies of the Settlement Agents;
(x) all "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;; and
(vixi) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viic) The Borrower hereby assigns, pledges and grants a security interest in all Pledged Securities;of its right, title and interest in, to and under the Collateral to the Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "Secured Obligations"
Appears in 1 contract
Samples: Master Loan and Security Agreement (Cityscape Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's Pledgor’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansPurchased MSR Excess Spread arising under or related to the Purchased MSR Excess Spread PC;
(ii) all Mortgage Loan Documentsrights to payment of amounts due under the Master Spread Acquisition Agreement on account of, includingor related to, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsthe Purchased MSR Excess Spread PC;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Assets, including the related Participation Certificates, arising under or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Master Spread Acquisition Agreement and all claims and payments rights thereunder;
(iv) all other insurance policies and insurance proceeds relating rights to any Mortgage Loan or reimbursement of Assets and/or amounts due in respect thereof under the related Mortgaged PropertyServicing Contract;
(v) any rights in the Dedicated Account, and to amounts on deposit therein;
(vi) any rights in the Portfolio Spread Custodial Account, and to the amounts on deposit therein;
(vii) all Interest Rate Protection Agreementsrecords, instruments or other documentation evidencing any of the foregoing;
(viii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;foregoing (including, without limitation, all of Pledgor’s rights, title and interest in and under the Purchased MSR Excess Spread and Servicing Contracts); and
(viix) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viib) In consideration of the agreements described in the Recitals hereto, Pledgor hereby assigns, pledges and grants a security interest in all Pledged Securities;of its right, title and interest in, to and under the Collateral to Buyer to secure the Obligations. Pledgor agrees to xxxx its computer records and tapes to evidence the interests granted to Buyer hereunder.
(c) Pledgor acknowledges and agrees that it has purchased the Collateral from the Servicer, subject to the first priority Lien of the Buyer, and that its rights with respect to the Collateral are and shall continue to be at all times junior and subordinate to the rights of Buyer under the Repurchase Documents.
Appears in 1 contract
Samples: Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrowers to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any or all Cash Collateralof the foregoing;
(vii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viii) all “accounts”, “chattel paper” and “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
(ix) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) Each Borrower hereby assigns, pledges and grants a security interest to the Lender in all of its right, title and interest in, to and under all the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”). Each Borrower agrees to xxxx its computer records and tapes to evidence the security interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Aames Investment Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage insurance policies and VA guarantees (if any);
(v) all Interest Rate Protection AgreementsTakeout Commitments now existing or hereafter arising, relating covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or constituting any to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including the foregoingBorrower's right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment;
(vi) all Cash Collateral;
any Agency MBS issued pursuant to a Takeout Commitment; (vii) the Collection Account and all Pledged Securitiesmonies from time to time on deposit therein;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Doral Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Pooling and Servicing Agreement, the Custodian Trustee shall hold the Mortgage Loan Documents and delivered to the Pledged Securities Trustee as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Pooling and Servicing Agreement and shall deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender Pass-Through Certificates, each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Pooling and Servicing Agreement and identifying any deficiencies in such Mortgage Loan Documents for the Mortgage Loans identified in the Mortgage Loan Schedule and Exception Report (in the form of Exhibit I to the Pooling and Servicing Agreement) as so reviewed. Pursuant to each Bailee Agreement, the Bailee shall hold the Mortgage Loan Documents delivered to such Bailee as exclusive bailee and agent for the Lender pursuant to terms of the applicable Bailee Agreement and shall deliver such Mortgage Loan Documents to the Trustee in accordance with the terms of the applicable Bailee Agreement.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all purchase agreements relating to, or otherwise governing, any or all of the Mortgage Loans subject to such purchase agreements to the extent of the Mortgage Loans;
(iv) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(ivv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning Borrower hereby pledges all of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's its right, title title, and interest in, to and under each and grants a first priority lien on, and security interest in, all of its right, title and interest in and to all of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedlocated (collectively, is hereinafter referred the “Collateral”) to as Administrative Agent, on behalf of Lenders, to secure the "COLLATERAL":repayment of principal of and interest on all Loans and all other amounts owing by Borrower to the Administrative Agent and the Lenders hereunder and under the Notes, the Security Documents, and all other Loan Documents (collectively, the “Secured Obligations”):
(i) The Pledged Assets and all Mortgage Loans;
(ii) all Mortgage Loan DocumentsRecords relating thereto, including, without limitation, each Collateral File and Borrower’s rights under each of the Loan Documents, all promissory notes servicing agreements, all servicing records and servicing files related thereto, and any and all Servicing Recordsother interests in the Pledged Assets or the servicing thereof;
(ii) Any property of any kind whatsoever, Servicing Agreements whether real, personal or mixed and whether tangible or intangible relating to the Pledged Assets and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties All insurance policies and insurance (issued by governmental agencies or otherwise) proceeds and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance condemnation proceeds relating to any Mortgage Loan and all claims and Pledged Asset, any Underlying Collateral or any Underlying Property, including, but not limited to, any payments thereunderor proceeds under any primary insurance or hazard insurance;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged PropertyAll Income;
(v) The Clearing Account, the Deposit Account, the Accounts and all Interest Rate Protection Agreementsmonies from time to time on deposit therein and all rights with respect thereto;
(vi) All other accounts, including but not limited to escrow and reserve accounts (to the extent they may be pledged under applicable law), relating to the Pledged Assets, including accounts created under any Pledged Asset Documents and the balances from time to time standing to the credit of such accounts and all rights with respect thereto;
(vii) All “general intangibles”, “accounts”, “instruments”, “deposit accounts”, “chattel paper” and “investment property” as defined in the UCC, contract rights, payment rights, instruments, hedge agreements, interest or finance charges relating to or constituting any and all of the foregoing;
(viviii) all Cash CollateralAny guarantees and insurance (issued by any Governmental Authority or otherwise) relating to any Pledged Asset and any Pledged Asset Documents;
(viiix) All distributions with respect to any of the foregoing and any other property, rights, title or interests specified on a Pledged Asset Schedule, a Request for Borrowing and/or a Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created;
(x) Any proceeds (including proceeds of sales (including securitizations)) of any of the foregoing and any other property, rights, title or interests as are specified on a Pledged Securities;Asset Schedule, a Request for Borrowing and/or a Trust Receipt; and
(xi) All replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records and files relating to any and all of any of the foregoing.
Appears in 1 contract
Samples: Revolving Credit Loan and Security Agreement (Ashford Hospitality Trust Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreementscollateral, however defined, under any other agreement between any Borrowers or any of their Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vi) all "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;; and
(vii) any and all Pledged Securities;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) Each Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to the Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "Secured Obligations"). Each Borrower agrees to mark xxx computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Allied Capital Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender the Lenders pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Agent, each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Takeout Commitments now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including the Borrowers’ right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment with respect to the Mortgage Loans pledged hereunder;
(vi) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vivii) the Controlled Accounts and all Cash Collateralmonies from time to time on deposit in the Controlled Accounts;
(viiviii) all Pledged Securitiescollateral, however defined, under any other agreement between a Borrower or any of its Affiliates on the one hand and any Lender or any of its Affiliates on the other hand;
(ix) all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying it has identified any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged to the Borrower or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records of the Borrower relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash CollateralInsured Closing Letters covering any or all of the Mortgage Loans;
(vii) the Collection Account and all Pledged Securitiesmonies from time to time on deposit in the Collection Account;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Chastain Capital Corp)
Collateral; Security Interest. (a) Pursuant Borrowers hereby assign, pledge and grant a security interest in all of its right, title and interest in, to and under the Custodial AgreementCollateral described in Section 4.01(b) below to Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to Lender hereunder, under the Custodian shall hold Note, under the Mortgage other Loan Documents and any and all MS Indebtedness from time to time outstanding (collectively, the Pledged Securities as exclusive bailee, agent and securities intermediary, within "Secured Obligations"). Borrowers agree to mark their computer records to evidence the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant interests granted to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedLexxxx hereunder.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, property pledged by either Borrower to Lender from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter individually and collectively referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans, Mezzanine Loans, B Notes, Equity Interests, CMBS and Other Approved Collateral, including, without limitation, the Existing CT Collateral and the Existing Fund I Collateral;
(ii) all Mortgage Loan Collateral Documents, including, including without limitationlimitation all promissory notes, all promissory notes and all Servicing Recordssecurities, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansCollateral, all representations and warranties made to, or for the benefit of, either Borrower by any Collateral Obligor, all Servicing Records (as defined in Section 11.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic recordsin each case subject to prior liens and encumbrances permitted by Lender;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Collateral and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Collateral or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Capital Trust Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Takeout Commitments now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including such Borrower' right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment;
(vi) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securitiesany collateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Loan and Security Agreement (American Home Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant to the applicable Custodial Agreement, the Custodian shall hold the Mortgage Loan Asset Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the applicable Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the applicable Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Asset Documents in the manner and to the extent required by the applicable Custodial Agreement and identifying any deficiencies in such Mortgage Loan Asset Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, (including any and all such property described in clauses (i) through (xi) below to the extent that such property was formerly Pre-Petition Collateral in which the Lien granted under the Existing Loan Agreement was released by virtue of payments in respect of the Existing Obligations) whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALPrimary Collateral":
(i) all Mortgage LoansAssets which either Custodian has been instructed to hold for the Lender hereunder pursuant to the applicable Custodial Agreement;
(ii) all Mortgage Loan DocumentsAsset Documents for such Mortgage Assets, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage LoansAssets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any such Mortgage Loan Asset and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any such Mortgage Loan Asset or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements relating to such Mortgage Assets;
(vi) any account established by either Custodian for the benefit of the Lender hereunder pursuant to either Custodial Agreement and the balance from time to time standing to the credit of such account and all rights with respect thereto;
(vii) all "collateral", however defined, under any Other Agreements, other than any such collateral which is Pre-Petition Collateral, for so long as such collateral is Pre-Petition Collateral;
(viii) all Insured Closing Letters and rights relating thereto;
(ix) all rights under any errors and omissions policies of the Settlement Agents;
(x) all "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;; and
(vixi) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) All of the Borrower's right, title and interest in, to and under each of the CIT Mortgage Loans, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (hereinafter referred to as the "CIT Mortgage Loan Collateral").
(d) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (hereinafter referred to as the "Other Collateral"):
(i) all Cash accounts; bank accounts; chattel paper; contracts; documents and letters of credit; equipment; general intangibles; instruments; inventory; investment property; vehicles; (each as defined in the Uniform Commercial Code) and any other real or personal property of the Borrower (including without limitation, residual securities and servicing rights), however described, including without limitation, Pre-Petition Collateral;; and
(viiii) all Pledged Securities;books and records pertaining to the foregoing; and to the extent not otherwise included, any and all replacements, substitutions, distributions on or proceeds or products of any and all of the foregoing.
(e) The Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to the Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "DIP Obligations"); provided, that Carve Out Expenses may be paid from the Collateral as contemplated herein. The Borrower agrees to mark xxx computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Cityscape Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "BASIC COLLATERAL":
(i) all Mortgage Loans;
(ii) all Underlying Obligations and all Underlying Transactions;
(iii) all Underlying Transaction Documents and all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements Records (as defined in Section 11.14(b) below) and any other collateral pledged or otherwise relating to such Mortgage Loans, Underlying Transactions or Underlying Obligations, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iiiiv) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(ivv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged PropertyProperty or to any Underlying Transaction;
(vvi) all Interest Rate Protection AgreementsAgreements relating to or constituting any or all of the foregoing;
(vii) all Collateral Deposit Accounts and all amounts, funds and other property from time to time credited to any Collateral Deposit Account, all other amounts received or receivable by the Custodian from any Underlying Obligor pursuant to any Underlying Custodial Agreement, the Underlying Transaction Documents or otherwise;
(viii) all "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;; and
(viix) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. All right, title and interest of the Borrower in and to (A) the Basic Collateral, (B) all Cash Collateral;obligations of the Pledgor owing to the Borrower in respect of the Basic Collateral and all collateral security therefor and (C) any and all replacements or substitutions for, distributions on or proceeds of any and all of the foregoing is hereinafter referred to as the "BORROWER COLLATERAL". All right, title and interest of the Pledgor in and to the Basic Collateral (but excluding any and all obligations of the Pledgor thereunder) and any and all replacements or substitutions for, distributions on or proceeds of any and all of the foregoing is hereinafter referred to as the "PLEDGOR COLLATERAL" The Borrower Collateral and the Pledgor Collateral is hereinafter collectively referred to as the "COLLATERAL".
(viic) The Borrower hereby assigns, pledges and grants a security interest to the Lender in all Pledged Securities;of its right, title and interest in, to and under all the Borrower Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "SECURED OBLIGATIONS"
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Asset Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Asset Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies exceptions in such Mortgage Loan Asset Documents as so reviewedreviewed in the Asset Schedule and Exception Reports.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
Mezzanine Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time; (ii) all Mortgage Loan DocumentsLoans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time; (iii) all Securities identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time; (iv) all REO Property identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time; (v) all Asset Documents relating to the foregoing, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements Agreements, servicing rights, pledge agreements and any other collateral pledged or otherwise relating to such Mortgage LoansAssets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
; (iiivi) all mortgage guaranties and insurance relating to such Mortgage Loans (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any such Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Loan and Security Agreement (Chastain Capital Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all each Mortgage LoansLoan;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage LoansLoan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any all Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Lender's Account and all Cash Collateralmonies from time to time on deposit in the Lender's Account;
(vii) any and all Pledged Securities"securities accounts", as defined in the Uniform Commercial Code, relating to any of the foregoing and each "financial asset", as defined in the Uniform Commercial Code, contained therein, including, without limitation, any accounts described in Section 3.03;
(viii) all collateral, however defined, under any other agreement between Borrower on the one hand and Lender or any of its Affiliates on the other hand;
(ix) all "general intangibles", "accounts," "instruments", "investment property", "deposit accounts" and "chattel paper" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 1 contract
Samples: Master Loan and Security Agreement (Ares Commercial Real Estate Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's the Borrowers' right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's Pledgor’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansSold MSR Excess Spread arising under or related to the Sold MSR Excess Spread PC;
(ii) all Mortgage Loan Documentsrights to payment of amounts due under the Excess Spread Participation Agreement on account of, includingor related to, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsthe Sold MSR Excess Spread PC;
(iii) all mortgage guaranties and insurance (issued by governmental agencies Assets, including the related Participation Certificates, arising under or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan the Excess Spread Participation Agreement and all claims and payments rights thereunder;
(iv) all other insurance policies and insurance proceeds relating rights to any Mortgage Loan or reimbursement of Assets and/or amounts due in respect thereof under the related Mortgaged PropertyServicing Contract;
(v) any rights in the Dedicated Account, respecting amounts on deposit therein related to the Assets;
(vi) [reserved];
(vii) all Interest Rate Protection Agreementsrecords, instruments or other documentation evidencing any of the foregoing;
(viii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;foregoing (including all of Pledgor’s rights, title and interest in and under the Sold MSR Excess Spread and Servicing Contract); and
(viix) any and all Cash Collateral;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(viib) In consideration of the agreements described in the Recitals hereto, Pledgor hereby assigns, pledges and grants a security interest in all Pledged Securities;of its right, title and interest in, to and under the Collateral to Buyer to secure the Obligations. Pledgor agrees to xxxx its computer records and tapes to evidence the interests granted to Buyer hereunder.
(c) Pledgor acknowledges and agrees that it has purchased the Collateral from the Servicer, subject to the first priority Lien of the Buyer, and that its rights with respect to the Collateral are and shall continue to be at all times junior and subordinate to the rights of Buyer under the Repurchase Documents.
Appears in 1 contract
Samples: Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Medallion Loan Documents as exclusive bailee and agent for the Administrative Agent and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender Secured Parties pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansMedallion Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower hereunder from time to time, including, without limitation all liquidation proceeds and recoveries with respect thereto, and the Medallion Collateral securing same, and any security interest in such Medallion Loans in favor of the applicable Seller;
(ii) all Mortgage Medallion Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) the Purchase Agreement (including, without limitation all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating rights of the Borrower to any Mortgage Loan amounts due, and all claims and payments thereunderrights of indemnity arising, under or in connection with the Purchase Agreement);
(iv) all other insurance policies Approved Purchase Agreements (including, without limitation all rights of the Borrower to amounts due, and insurance proceeds relating to all rights of indemnity arising, under or in connection with any Mortgage Loan or the related Mortgaged PropertyApproved Purchase Agreement);
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoingHedging Arrangements;
(vi) all Cash insurance policies and any proceeds from such insurance policies relating to the Medallion Loans, the Obligors or the related Medallion Collateral;
(vii) all Pledged SecuritiesCollections and all rights with respect thereto;
(viii) the Collection Account and the Collateral Advance Account and the balances, investments and other items of value attributable or credited to the Collection Account and the Collateral Advance Account and all rights with respect thereto;
(ix) all “chattel paper” and “documents” (as defined in the Uniform Commercial Code) evidencing or relating to the Medallion Loans;
(x) the Servicing Agreement and all Servicing Records;
(xi) all Permitted Junior Participation Interests, and all agreements with respect thereto;
(xii) all goods (including inventory, equipment and any accessions thereto and fixtures), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); and
(xiii) any and all replacements, substitutions, distributions on, or proceeds of any and all of the foregoing.
(c) The Borrower hereby pledges to the Administrative Agent for the benefit of the Secured Parties, and grants a security interest in favor of the Administrative Agent for the benefit of the Secured Parties in, all of the Borrower’s right, title and interest in, to and under the Collateral including without limitation the repayment of principal of and interest on all Advances and all other amounts owing to the Secured Parties hereunder, under the Note and under the other Loan Documents and all other amounts owing by such Borrower to any Secured Party whether now owned or hereafter acquired, now existing or hereafter created, to secure the Secured Obligations. Each of the Borrower and the Servicer agrees to xxxx its master computer databases and computer files (by way of the creation of a special “field” or otherwise), in a manner acceptable to the Administrative Agent, to evidence the interests granted to the Administrative Agent for the benefit of the Secured Parties hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vi) any purchase agreements or other agreements or contracts relating to or constituting any or all Cash Collateralof the foregoing;
(vii) all Pledged Securitiespurchase or take-out commitments relating to or constituting any or all of the foregoing;
(viii) all "accounts", "chattel paper" and "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing; and
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreementscollateral, relating to however defined, under any other agreement between each Borrower or constituting any of its Affiliates on the one hand and all the Lender or any of its Affiliates on the foregoingother hand;
(vi) all Cash Collateral;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (American Business Financial Services Inc /De/)
Collateral; Security Interest. (a) Pursuant The Note and all other Secured Obligations of Borrower hereunder and/or under the other Loan Documents shall be secured by a first priority perfected security interest in the following:
(i) The Initial Pledged Residual Interest Instruments and each additional Eligible Residual Interest Instrument made a part of the Borrowing Base pursuant to Section 2.05(c) (the "Pledged Residual Interest Instruments");
(ii) All proceeds of the Pledged Residual Interest Instruments and all other monies remitted, received or otherwise recovered in respect of the Pledged Residual Interest Instruments on or after the Closing Date;
(iii) The Reserve Account and the Blocked Account and the balances, investments, and all Proceeds thereof and other items of value attributable or credited to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents Blocked Account and the Reserve Account and all rights with respect thereto;
(iv) All rights of Borrower under the Residual Sale Agreements with respect to the Pledged Securities as exclusive baileeResidual Interest Instruments; and
(v) Any and all replacements, agent substitutions, distributions on, or Proceeds or products of any and securities intermediary, within the meaning of Article 8 all of the Uniform Commercial Codeforegoing, for the benefit including, without limitation, all present and future claims, demands, causes and choses in action in respect of Agent on behalf of Lender pursuant to terms any or all of the Custodial Agreement foregoing and shall deliver Trust Receipts (as defined all payments on or under and all Proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all Proceeds of the conversion, 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 receivables, instruments and other supporting obligations and other property which at any time constitute all or part of or are included in the Custodial AgreementProceeds of any of the foregoing. All of the property described in clauses (i), (ii), (iii) and (iv) of this subsection, together with any additions thereto or replacements or proceeds thereof, and any other real or personal property hereafter securing the Note and the other Secured Obligations, are sometimes referred to Agent each to herein collectively as the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed"Collateral".
(b) All As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note and the other Secured Obligations, Borrower hereby pledges, assigns and transfers to Lender and its successors, endorsees, transferees and assigns, and hereby grants to Lender and its successors, endorsees, transferees and assigns, a continuing security interest in all of Borrower's right, title and interest in, to and under each all of the following items of property, Collateral whether now owned or hereafter acquired, now existing or at any time hereafter created and wherever locatedacquired or arising by Borrower or in which Borrower now has or at any time in the future may acquire any right, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged title or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;interest.
Appears in 1 contract
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender a Trust Receipts Receipt (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreementsagreements pursuant to which any Mortgage Loan was acquired by, or conveyed to, the Borrower;
(vi) all "general intangibles" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;; and
(vii) any and all Pledged Securities;replacements, substitutions, distributions on or proceeds of any or all of the foregoing.
(c) The Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to the Lender to secure the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "Secured Obligations"). The ------------------- Borrower agrees to xxxx its computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Life Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the The Custodian shall hold the Mortgage Asset Files (except for the SBA 7
(a) Loan Documents Notes which shall be held by the FTA as bailee for the Lender), as bailee and agent for the Lender, the holders of the Guaranteed Portion, and the Pledged Securities SBA, as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewedtheir interests may appear.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter hereinafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Tranche A Collateral”:
(i) all Mortgage LoansPledged Tranche A Assets;
(ii) all Mortgage Loan Documentsto the extent of the Unguaranteed Portion or the Guaranteed Portion, including, without limitationas applicable, all Asset Files, including without limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 12.02 below), Servicing Agreements (if any) and any other collateral pledged or otherwise relating to such Mortgage LoansPledged Tranche A Asset, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Pledged Tranche A Asset or the related Pledged Property and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating the Interest Income Asset with respect to any Mortgage Loan or the related Mortgaged Propertysuch Pledged Tranche A Asset;
(v) the Tranche A Collection Account and all Interest Rate Protection Agreements, monies from time to time on deposit in such Tranche A Collection Account;
(vi) all “general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
(vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) Each of the following items of property, whether now owned or hereinafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Tranche B Collateral”:
(i) all Pledged Tranche B Assets;
(ii) to the extent of the Unguaranteed Portion or the Guaranteed Portion, as applicable, all Asset Files, including without limitation all promissory notes, and all Servicing Records (as defined in Section 12.02 below), Servicing Agreements (if any) and any other collateral pledged or otherwise relating to such Pledged Tranche B Asset, 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 insurance (issued by governmental agencies or otherwise) and any insurance certificate or other document evidencing such insurance relating to any Pledged Tranche B Asset or the related Pledged Property and all claims and payments thereunder;
(iv) the Interest Income Asset with respect to such Pledged Tranche B Asset;
(v) the Tranche B Collection Account and the Tranche B Servicer Account and all monies from time to time on deposit in such Tranche B Collection Account and Tranche B Servicer Account;
(vi) all Cash Collateral;“general intangibles” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
(vii) any and all Pledged Securities;replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(d) ReadyCap hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all of ReadyCap’s right, title and interest in, to and under the Tranche A Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the respective Secured Obligations related to the Tranche A Advances. Xxxxxxxxxx hereby pledges to the Lender, and grants a security interest in favor of the Lender in, all of Xxxxxxxxxx’x right, title and interest in, to and under the Tranche B Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure all of the Secured Obligations. Each Borrower agrees to xxxx its computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Sutherland Asset Management Corp)
Collateral; Security Interest. (a) Pursuant The Note Issuer shall cause the Custodial Agreement to provide that the Custodian (i) shall hold the Mortgage Documents pursuant to the Custodial Agreement, as bailee and agent for the Custodian shall hold Agent, the Mortgage Loan Documents Purchasers and the Pledged Securities as exclusive baileeNoteholders, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and (ii) shall deliver to the Agent Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage LoansLoans and all Servicing Rights thereto;
(ii) all Mortgage Loan DocumentsDocuments and Mortgage Files, including, including without limitationlimitation all promissory notes, all promissory notes and all Servicing Recordsservicing records, Servicing Agreements Tax Service Contracts, servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, data contained on computer programs (subject to any restrictions programs, data contained on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
accounts created under the Servicing Agreement and all monies from time to time on deposit in such accounts; (vii) all Pledged Securitiescontract rights and all "general intangibles", "accounts" and "chattel paper" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
Appears in 1 contract
Samples: Committed Note Purchase and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) the Collection Account and all Cash Collateralmonies from time to time on deposit in the Collection Account;
(vii) all Pledged Securitiescollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Long Beach Financial Corp)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage LoansLoans identified on a Notice of Borrowing and Pledge delivered by the Borrowers to the Lender and the Custodian from time to time;
(ii) all other Property delivered by the Borrowers to the Lender or the Custodian from time to time to be held as "collateral" hereunder;
(iii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 10.15(b) below), Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, Mortgage Loan accounting records and other books and records relating thereto, including electronic records;
(iiiiv) the Borrowers' interest in all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Loans and all claims and payments thereunder;
(ivv) the Borrowers' interest in all other insurance policies and insurance proceeds relating to any Mortgage Loan Loans or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, Agreements relating to any or constituting any and all of the foregoing;
(vivii) any Governing Agreements, purchase agreements or other similar agreements constituting any or all Cash Collateralof the foregoing;
(viiviii) all purchase or take-out commitments relating to or constituting any or all of the foregoing;
(ix) all Pledged SecuritiesSecurities identified herein;
(x) all "securities accounts" (as defined in Section 8-501(a) of the Uniform Commercial Code) to which any or all of the Pledged Securities are or may be credited;
(xi) the Limited Partnership Interest;
(xii) all of Aames Capital's rights to reimbursement of Servicing Advance Receivables;
(xiii) all "supporting obligations" within the meaning of the Uniform Commercial Code as in effect from time to time;
Appears in 1 contract
Samples: Warehouse Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian The Collateral Agent shall hold the Mortgage Loan Contract Documents and (other than the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender Servicing Documents) pursuant to terms of the Custodial Agreement Agreement, as secured party for the benefit of the Lender, the Hedge Counterparty and the Insurer pursuant to Section 4.01(c), and shall deliver Trust Receipts (as defined in --------------- Certifications to the Custodial Agreement) to Agent Lender and the Insurer each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Contract Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies exceptions in such Mortgage Loan Contract Documents as so reviewedreviewed in the Contract Exception Reports.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage LoansContracts identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender, the Insurer and the Collateral Agent from time to time, including, without limitation all amounts paid or payable thereon or in respect thereof after the related Funding Date (including amounts due on or before such Funding Date but received by TFC, the Servicer or the Borrower on or after such Funding Date);
(ii) all Mortgage Loan Contract Documents, any and all other documents that TFC or any other Servicer keeps on file in accordance with its customary procedures relating to the Contracts, the Obligors or the Financed Vehicles, and all rights and benefits, but none of the obligations and burdens, under Interest Rate Hedging Agreements entered into pursuant to the Hedging Strategy relating to such Contracts;
(iii) all rights and interests, including security interests, in the Financed Vehicles granted by Obligors pursuant to the Contracts and any other interest of the Borrower in such Financed Vehicles;
(iv) any proceeds and the right to receive proceeds with respect to the Contracts from claims on any Insurance Policies covering the Contracts, Financed Vehicles or Obligors, including rebates or refunds of insurance premiums relating to the Contracts, and any proceeds from the liquidation of, without limitation, the Contracts;
(v) any and all rights against any Dealer pursuant to Dealer Agreements or Dealer Assignments, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic recordsholdback amounts;
(iiivi) all mortgage guaranties property (including the right to receive Net Liquidation Proceeds) that secures a Contract and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing that has been acquired pursuant to liquidation of such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunderContract;
(ivvii) all other insurance policies of its rights and insurance proceeds relating to any Mortgage Loan benefits, but none of its obligations or burdens, under the related Mortgaged PropertyPurchase Agreement, including the delivery requirements, representations and warranties and the cure, repurchase and indemnification obligations of TFC under the Purchase Agreement;
(vviii) all Interest Rate Protection Agreementsrights and benefits, but none of the obligations and burdens, under the Standby Processing Agreement;
(ix) all rights under any Service Contracts on the related Financed Vehicles;
(x) all Collections, the Collection Account, the Reserve Account and the balances, investments and all proceeds thereof and other items of value attributable or credited to the Collection Account and the Reserve Account and all rights with respect thereto;
(xi) any rights with respect to warranties made by the seller of the Financed Vehicle;
(xii) all "accounts", "chattel paper", "deposit accounts", "general intangibles", "goods" (including, without limitation, "equipment"), "instruments" and "investment property" as defined in the UCC relating to or constituting any and all of the foregoing;
(vi) all Cash Collateral;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Warehouse and Security Agreement (TFC Enterprises Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of the Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans identified on a Notice of Request for Borrowing and Pledge delivered by the Borrower to the Lender ("Pledged Mortgage Loans") and all Servicing Rights thereto;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing RecordsRecords (as defined in Section 11.14(b) below), Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Pledged Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Pledged Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to all of the foregoing or any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements;
(vi) the Collection Account and all monies from time to time on deposit in the Collection Account, and the Blocked Collection Account and all monies from time to time on deposit in the Blocked Collection Account;
(vii) any purchase agreements covering or relating to any or constituting any and all of the foregoing;
(viviii) all Cash Collateralcollateral, however defined, under any other agreement between the Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (BNC Mortgage Inc)
Collateral; Security Interest. (a) Pursuant Borrower hereby assigns, pledges and grants a first priority security interest in all of its right, title and interest in, to and under the Custodial AgreementCollateral described in Section 5.01(b) hereof to Lender to secure the repayment of principal of and interest on the Loan and all other obligations and amounts owing to Lender by Borrower hereunder, under the Note and/or under the other Loan Documents from time to time outstanding (collectively, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed“Secured Obligations”).
(b) All of Borrower's ’s right, title and interest in, to and under each of the following items of property, pledged by Borrower to Lender from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is are hereinafter individually and collectively referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loansthe Collaterally Assigned Loan;
(ii) all Mortgage the Collateral File (which, for the purposes of clarification, includes, but is not limited to, the Collaterally Assigned Loan Documents, including, without limitation, all promissory notes Documents and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunderServicing Rights;
(iv) any Property relating to the Collaterally Assigned Loan or the Mortgaged Property (which, for the avoidance of doubt, includes any additional assets or collateral pledged to Borrower in relation to the Collaterally Assigned Loan);
(v) all other insurance policies and insurance proceeds relating to any Mortgage the Collaterally Assigned Loan or the related Mortgaged Property;
Property (v) all Interest Rate Protection Agreements, relating to or constituting including without limitation any and all of proceeds under the foregoingMortgagee Title Policy);
(vi) all Cash Collateralany Collections relating to the Collaterally Assigned Loan;
(vii) all Pledged Securitiescollection, escrow, reserve, collateral or lock-box accounts and all amounts and property from time to time on deposit herein and therein, to the extent of Borrower’s or the holder’s interest therein (including, without limitation, the funds on deposit in the Reserve Account and the Collaterally Assigned Reserve Accounts);
(viii) all rights of Borrower under any letter of credit, guarantee, warranty, indemnity or other credit support or enhancement;
(ix) any other contract rights, accounts (including any interest of Borrower in escrow accounts), payments, letters of credit, rights to payment (including payments of interest or finance charges) and general intangibles to the extent the foregoing relates to the Collaterally Assigned Loan, and any other assets relating to the Collaterally Assigned Loan;
(x) in any event, all “instruments”, “general intangibles” (including without limitation “payment intangibles”), “accounts”, “chattel paper”, “securities” and “security entitlements”, each as defined in the Uniform Commercial Code;
Appears in 1 contract
Samples: Loan and Security Agreement (Franklin BSP Realty Trust, Inc.)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan REO Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to the terms of the Custodial Agreement and shall deliver to Lender Trust Receipts with Exception Reports (as such terms are defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan REO Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan REO Documents as so reviewed.
(b) All of Borrower's right, title and interest in, to and under each Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan REO Documents, including, including without limitation, all promissory notes and limitation all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansthe Contributed REO Properties, together with all files, material documents, instruments, surveyssurveys (if available), certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)records, computer storage media, accounting records and other books and records relating thereto;
(ii) all rights of Borrower, including electronic recordseach Eligible REO Entity and Asset Managers to receive from any third party or to take delivery of any Servicing Records or other documents which constitute part of the REO Property File or Management File;
(iii) the Collection Accounts and all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance Income relating to any Mortgage Loan and all claims and payments thereunderthe Eligible REO Entity Pledged Equity or the Contributed REO Properties;
(iv) all other insurance policies amounts and insurance property from time to time on deposit in the Remittance Account, the proceeds relating to any Mortgage Loan or thereof, and the related Mortgaged PropertyRemittance Account itself;
(v) Borrower’s, each Eligible REO Entity’s and Asset Managers’ rights under any Lease Agreement;
(vi) all warrants, options and other rights to acquire stock in Borrower, each Eligible REO Entity and all of Borrower’s or Parent SPE’s right, if any, to participate in the management of Borrower or such Eligible REO Entity, as applicable;
(vii) the Pledged Equity and all rights, privileges, authority and powers of Parent SPE and Borrower, as applicable, as owner or holder of its equity interest in Parent SPE, Borrower or the Eligible REO Entities, as applicable, including, but not limited to, all general intangible and contract rights related thereto;
(viii) all documents and certificates representing or evidencing Parent SPE’s Equity Interest Rate Protection in Borrower and all documents and certificates representing or evidencing Borrower’s Equity Interest in the Eligible REO Entities;
(ix) all of Parent SPE’s rights as the sole owner of the Equity Interests of Borrower to receive dividends and redemptions on account of the Borrower Pledged Equity or to receive distributions of Borrower’s assets, upon complete or partial liquidation or otherwise;
(x) all of Borrower’s rights as the sole owner of the Equity Interests in each Eligible REO Entity to receive dividends and redemptions on account of the related Eligible REO Entity Pledged Equity or to receive distributions of each Eligible REO Entity’s respective assets, upon complete or partial liquidation or otherwise;
(xi) all distributions, cash, Property, and instruments from time to time received, receivable or otherwise distributed in respect of, or in exchange for Parent SPE’s and Borrower’s interest in Borrower and each Eligible REO Entity, respectively, related to any Borrower Pledged Equity and Eligible REO Entity Pledged Equity, respectively, which is delivered or transferred to Lender;
(xii) any other rights, title, interest, privilege, authority and power of Parent SPE or Borrower in or relating to Borrower and each Eligible REO Entity, respectively, related to any Borrower Pledged Equity and Eligible REO Entity Pledged Equity, respectively, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all proceeds of and distribution in any of the foregoing and all books and records of Parent SPE, Borrower and each Eligible REO Entity pertaining to the foregoing;
(xiii) all insurance policies and Insurance Proceeds relating to any Contributed REO Property and all rights of Borrower, any Eligible REO Entity and any Asset Manager to receive from any third party or to take delivery of any of the foregoing;
(xiv) amounts and property from time to time on deposit in the General Reserve Account, the proceeds thereof, and the General Reserve Account itself;
(xv) any Purchase Agreements, any other purchase agreements, contracts, related takeout commitments or other agreements relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto;
(xvi) to the extent not otherwise described above, all of Borrower’s, Parent SPE’s and each Eligible REO Entity’s right, title and interest in any and all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing;
(vixvii) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing; and
(xviii) all Cash Collateral;other assets owned or acquired by Borrower or any Eligible REO Entity at any time.
(viic) Borrower hereby assigns, pledges and grants a perfected first priority security interest to Lender in all of Borrower’s rights, title and interest in, to and under (i) all Pledged Securities;the Collateral and (ii) any interest of Borrower in each REO Property identified on a Notice of Borrowing and Pledge delivered by or on behalf of Borrower to Lender and the Custodian from time to time, in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to secure the repayment of principal of and interest on all Advances and all other amounts owing to Lender hereunder, under the Note and under the other Loan Documents (collectively, the “Secured Obligations”).
(d) Borrower shall cause each Eligible REO Entity to assign, pledge and grant to Lender a perfected first priority security interest in all of such Eligible REO Entity’s rights, title and interest in, to and under all assets of such Eligible REO Entity, including without limitation each Contributed REO Property, in each case whether now owned or hereafter acquired by such Eligible REO Entity, now existing or hereafter created and wherever located, to secure such Eligible REO Entity’s obligations under the applicable Eligible REO Entity Guaranty and Pledge and all other amounts owing to Lender hereunder, under the Note and under the other Loan Documents. For the avoidance of doubt, mortgages shall not be required to be filed by the Eligible REO Entities to perfect the Lender’s interest in any Contributed REO Properties.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Starwood Waypoint Residential Trust)
Collateral; Security Interest. (a) Pursuant The Note Issuer shall cause the Custodial Agreement to provide that the Custodian (i) shall hold the Mortgage Documents pursuant to the Custodial Agreement, as bailee and agent for the Custodian shall hold Agent, the Mortgage Loan Documents Purchasers and the Pledged Securities as exclusive baileeNoteholders, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and (ii) shall deliver to the Agent Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of Borrower's the Note Issuer’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage LoansLoans and all Servicing Rights thereto;
(ii) all Mortgage Loan DocumentsDocuments and Mortgage Files, including, including without limitation, limitation all promissory notes and notes, all Servicing Records, Servicing Agreements Tax Service Contracts, servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreementother than Empower Software), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateralaccounts created under the Servicing Agreement and all monies from time to time on deposit in such accounts;
(vii) all Pledged Securitiescontract rights and all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing;
(viii) the Wet-Ink Wire Funding Account, and in any other account maintained by the Note Issuer with the Custodian or the Disbursement Agent, in connection with the Custodial Agreement or the Mortgage Loans and all amounts on deposit in each such account from time to time;
(ix) the Loan Purchase Agreement, the Servicing Agreement, and any agreements covering or relating to any or all of the foregoing;
(x) all Take-Out Commitments relating to the Mortgage Loans;
(xi) the Personal Guaranty;
(xii) all other assets of the Note Issuer; and
(xiii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) The Note Issuer hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to the Agent, for the benefit of the Agent, the Purchasers and the Noteholders to secure the payment of principal of and interest on the Notes and all other amounts owing to the Agent, the Purchasers and the Noteholders hereunder, under the Notes and under the other Note Documents and all other amounts owing by the Note Issuer to any of the Agent, the Purchasers or the Noteholders (collectively, the “Secured Obligations”). The Note Issuer agrees to xxxx its computer records and tapes to evidence the interests granted to the Agent, for the benefit of the Agent, the Purchasers and the Noteholders hereunder.
Appears in 1 contract
Samples: Committed Note Purchase and Security Agreement (ECC Capital CORP)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of the Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent the Agent, each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's ’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Takeout Commitments now existing or hereafter arising, covering any part of the foregoing Collateral, all rights to deliver such Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Collateral pursuant thereto, including the Borrowers’ right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment with respect to the Mortgage Loans pledged hereunder;
(vi) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vivii) the Controlled Accounts and all Cash Collateralmonies from time to time on deposit in the Controlled Accounts;
(viiviii) all Pledged Securitiescollateral, however defined, under any other agreement between a Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(ix) all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
Appears in 1 contract
Samples: Master Loan and Security Agreement (New Century Financial Corp)
Collateral; Security Interest. (a) Pursuant With respect to Eligible Mortgage Loans, the Mortgage Custodian shall, pursuant to the Mortgage Custodial Agreement, the Custodian shall : (i) hold the related Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall (ii) deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender each to the effect, inter alia, effect that it has reviewed such the related Mortgage Loan Documents in the manner and to the extent required by the Mortgage Custodial Agreement and identifying any deficiencies Exceptions in such Mortgage Loan Documents as so reviewed.reviewed in the Exception Reports. With respect to Eligible Bonds or
(b) All of Borrower's right, title and interest in, to and under each Each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, property is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans, Eligible Bonds, Pledged Stock, and Participation Certificates (or the Underlying Mortgage Loans related thereto) identified on a Notice of Borrowing and Pledge delivered by the related Borrower to the Lender and the Bond/PC Custodian or the Mortgage Custodian, as applicable, from time to time (the "Assets");
(ii) all Mortgage Loan Asset Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements, servicing rights, all Transfer Documents, all Governing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loansall original certificates evidencing Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance relating to Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan Assets and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged PropertyAssets;
(v) all Interest Rate Protection Agreements, purchase or Take-Out Commitments relating to or constituting any and or all of the foregoing;
(vi) all Cash Collateralof the related Borrower's rights in the Pledged Stock of each Eligible Entity the Pledged Stock of which is an Asset, and all of the related Borrower's rights as a shareholder in such Eligible Entity the Pledged Stock of which is an Asset;
(vii) all Pledged Securities;
Appears in 1 contract
Samples: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.
(b) All of each Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERALCollateral":
(i) all Mortgage Loans;
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(vi) all Cash Collateralcollateral, however defined, under any other agreement between any Borrower or any of its Affiliates on the one hand and the Lender or any of its Affiliates on the other hand;
(vii) all Pledged Securities;"general intangibles", "accounts", "instruments", "investment property", "deposit accounts" and "chattel paper" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and
(viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(c) Each Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to the Lender to secure the MS Indebtedness including without limitation the repayment of principal of and interest on all Loans and all other amounts owing to the Lender hereunder, under the Note and under the other Loan Documents (collectively, the "Secured Obligations"). Each Borrower agrees to xxxx its accounting computer records and tapes to evidence the interests granted to the Lender hereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Aames Financial Corp/De)
Collateral; Security Interest. (a) Pursuant Borrower hereby assigns, pledges and grants to Agent a first priority security interest in all of its right, title and interest (whether now owned or hereafter acquired, now existing or hereafter created and wherever located) in, to and under the Custodial AgreementCollateral described in Section 5.01(b) to secure the repayment of Principal and interest thereon and all other Obligations and monetary obligations and amounts owing to Agent and Lenders by Borrower hereunder, under the Note and/or under the other Loan Documents from time to time outstanding (collectively, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed“Secured Obligations”).
(b) All of Borrower's Xxxxxxxx’s right, title and interest in, to and under each of the following items of property, pledged by Borrower to Agent from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter are herein individually and collectively referred to as the "COLLATERAL"“Collateral”:
(i) all Mortgage Loansthe Collaterally Assigned Loan;
(ii) all Mortgage the Collateral File (which, for the purposes of clarification, includes, but is not limited to, the Collaterally Assigned Loan Documents, including, without limitation, all promissory notes Documents and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreementif any), computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunderServicing Rights;
(iv) any Property relating to the Collaterally Assigned Loan or the Mortgaged Property (which, for the avoidance of doubt, includes any additional assets or collateral pledged to Borrower in relation to the Collaterally Assigned Loan);
(v) all other insurance policies and insurance proceeds relating to any Mortgage the Collaterally Assigned Loan or the related Mortgaged Property;
(vvi) all Interest Rate Protection Agreements, any Collections relating to or constituting any and all of the foregoing;
(vi) all Cash CollateralCollaterally Assigned Loan;
(vii) all Pledged Securitiescollection, escrow, reserve, collateral, deposit or lock-box accounts and all amounts and property from time to time on deposit therein, to the extent of Borrower’s interest therein (including, without limitation, the funds on deposit in the Collaterally Assigned Reserve Accounts);
(viii) all rights of Borrower under any letter of credit, guarantee, warranty, indemnity or other credit support or enhancement;
(ix) any other contract rights, accounts (including any interest of Borrower in escrow accounts), payments, letters of credit, rights to payment (including payments of interest or finance charges) and general intangibles to the extent the foregoing relates to the Collaterally Assigned Loan, and any other assets relating to the Collaterally Assigned Loan;
(x) in any event, all “instruments”, “goods”, “general intangibles” (including without limitation “payment intangibles”), “accounts”, “letter of credit rights”, “documents”, “chattel paper”, “securities” and “security entitlements”, each as defined in the Uniform Commercial Code;
(xi) all easement agreements and other agreements necessary to operate the Mortgaged Property;
(xii) all books and records pertaining to the Collateral;
(xiii) any claim that Borrower may have in any Act of Insolvency of any Loan Party;
(xiv) any and all replacements, substitutions, distributions on, or proceeds (including, without limitation, the related securitization proceeds and condemnation proceeds) and distributions and any other property, rights, title or interests with respect to the foregoing; and
(xv) all proceeds of any of the foregoing.
(c) The possession by Agent, or any designee or agent of Agent, of the Collateral shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to the Uniform Commercial Code.
Appears in 1 contract
Samples: Loan and Security Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Collateral; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, bailee and agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in to the Custodial Agreement) to Agent Lender each to the effect, inter alia, effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies exceptions in such Mortgage Loan Documents as so reviewedreviewed in Exception Reports.
(b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL":
(i) all Mortgage Loans identified on a Notice of Borrowing and Pledge delivered by the Borrower to the Lender and the Custodian from time to time ("Pledged Mortgage Loans;"); ----------------------
(ii) all Mortgage Loan Documents, including, including without limitation, limitation all promissory notes notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Pledged Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement)programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;
(iii) all mortgage guaranties and insurance relating to such Pledged Mortgage Loans (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any such Pledged Mortgage Loan Loans and all claims and payments thereunder;
(iv) all other insurance policies and insurance proceeds relating to any Pledged Mortgage Loan or the related Mortgaged Property;
(v) all Interest Rate Protection Agreements, purchase or take-out commitments relating to or constituting any and all of the foregoingsuch Pledged Mortgage Loans;
(vi) all Cash CollateralInterest Rate Protection Agreements relating to such Pledged Mortgage Loans;
(vii) the Trust Account, the Paydown Account and the balance from time to time standing to the credit of the Trust Account and the Paydown Account and all Pledged Securitiesrights with respect thereto;
(viii) all Insured Closing Letters;
Appears in 1 contract
Samples: Loan and Security Agreement (National Mortgage Corp)
