Confirmation of Intent. It is the express intent of the parties hereto that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.
Appears in 6 contracts
Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Merrill Lynch Mort Invest Inc Mort Pass THR Cert Ser 1999 C1), Mortgage Loan Purchase Agreement (Merrill Lynch Mort Invest Inc Mort Pass THR Cert Ser 1999 C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held 161 or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York and ________ Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Unaffiliated Seller to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Mortgage Loan Unaffiliated Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Unaffiliated Seller then (a) this Unaffiliated Seller's Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Unaffiliated Seller to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan Unaffiliated Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Unaffiliated Seller and the Depositor shall, to the extent consistent with this Unaffiliated Seller's Agreement, take such actions as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 4 contracts
Samples: 'S Agreement (Prudential Securities Secured Financing Corp), Trust Agreement (Prudential Securities Secured Financing Corp), Prudential Securities Secured Financing Corp
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Account, Upper-Tier Account, Default Interest Distribution Account and Excess Interest Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4), Pooling and Servicing Agreement (Asset Securitization Corp Series 1997-D5), Pooling and Servicing Agreement (Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Seller to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Seller of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, Reinvestment Enhancement Instrument, Reinvestment Reserve Account, Lower-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account, Payment Reserve Account, Excess Interest Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Gs Mortgages Sec Corp Ii Com Mort Pas THR Cert Ser 1998-C1), Pooling and Servicing Agreement (Gs Mortgages Sec Corp Ii Com Mort Pas THR Cert Ser 1998-C1), Pooling and Servicing Agreement (Gs Mortgages Sec Corp Ii Com Mort Pas THR Cert Ser 1998-C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Unaffiliated Seller to the Depositor as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Unaffiliated Seller to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Mortgage Loan Unaffiliated Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Unaffiliated Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Unaffiliated Seller to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan Unaffiliated Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Unaffiliated Seller and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Unaffiliated Seller's Agreement.
Appears in 3 contracts
Samples: 'S Agreement (Prudential Securities Secured Financing Corp), 'S Agreement (Prudential Securities Secured Financing Corp), Unaffiliated Seller's Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Property by the Depositor to the Trust as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and interest in and Depositor to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge Trust of the Mortgage Loans by and the Mortgage Loan Seller to secure a debt or other obligation of assets constituting the Mortgage Loan SellerTrust Property. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Property are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Property provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trust of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Property and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Trust of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trust for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trust pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Property, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Prudential Securities Secured Financing Corp
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans and the Marriott Desert Springs Parent Loan) by the Seller to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Seller of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, Lower-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account, Excess Interest Distribution Account, the Class M Collection Account and Class M Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Cert Series 1998 Gl Ii), Pooling and Servicing Agreement (Commercial Mortgage Pass Through Cert Series 1998 Gl Ii)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Account, Upper-Tier Distribution Account, Excess Interest Distribution Account and Repurchase Price Return of Premium Distribution Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Asset Securitization Corp), Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Ps THR Cert Ser 1999-C2)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Accounts, any Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve Account, any REO Account and any Excess Liquidation Proceeds Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 313 of the New York Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of either Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans or Serviced Whole Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CD 2006-Cd3 Mortgage Trust), Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Fund by the Depositor to the Trustee as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor to the Trustee of all the Mortgage Loan Seller's right, title Loans and interest in and to other assets constituting the Mortgage LoansTrust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Fund are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this the Agreement shall also be deemed to be b e a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Fund and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee, or any successor thereto the Custodian on its behalf, of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 -305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Master Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or the Custodian or any successor thereto other agent on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be 217 deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Missouri and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned. 218
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Property by the Depositor to the Issuer as contemplated by this Agreement be, and be treated for all purposes as, a sale transfer by the Mortgage Loan Seller Depositor to the Issuer of all the Mortgage Loan Seller's right, title Loans and interest in and to the Mortgage Loansother assets constituting the Trust Property. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Property by the Mortgage Loan Seller Depositor to the Indenture Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Property are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Property provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Indenture Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Property and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Indenture Trustee of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Indenture Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Indenture Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Property, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account and the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Icifc Secured Assets Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Fund by the Depositor to the Trustee as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor to the Trustee of all the Mortgage Loan Seller's right, title Loans and interest in and to the Mortgage Loansother assets constituting the Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Fund are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Fund and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Trustee of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Account, Upper-Tier Distribution Account, Default Interest Distribution Account, Excess Interest Distribution Account, Repurchase Price Return of Premium Distribution Account and Post-Lock Out Return of Premium Distribution Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Capco America Securitization Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Loan Combination Collection Account, the Distribution Accounts, the Interest Reserve Account, any REO Account and any Excess Liquidation Proceeds Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 313 of the New York Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans or Loan Combination, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Account, the Interest Reserve Account, the Middle-Tier Distribution Account, the Upper-Tier Distribution Account, the Default Interest Distribution Account and the Excess Interest Distribution Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on 204 its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Grantor Trust Collection Account, the REO Accounts, the Interest Reserve Accounts, the Reserve Accounts, the Distribution Account and the Grantor Trust Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or the Custodian or any successor thereto other agent on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Missouri and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned. 172
Appears in 1 contract
Samples: Pooling and Servicing Agreement (PNC Mort Sec Corp Com Mort Pass THR Cert Ser 2000-C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, Lower-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account and Deferred Interest Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Seller to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Seller of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Deductible Reserve Account, Lower-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account, Excess Interest Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Ii Comm Mort Pa Thro Cer Ser 1999-C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or the Custodian or any successor thereto other agent on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Missouri and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996-C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, any Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve Account, any REO Account and any Excess Liquidation Proceeds Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 313 of the New York Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans or Serviced Whole Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COMM 2006-C7 Mortgage Trust)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security 144 interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or the Custodian or any successor thereto other agent on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Missouri and _________ Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account and the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Amresco Commercial Mortgage Funding I Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, Lower-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account and Deferred Interest Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Massachusetts Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Cap I Inc Comm Mort Pass THR Cer Ser 1998 Xl2)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, 183 securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Grantor Trust Collection Account, the REO Accounts, the Reserve Accounts, the Interest Reserve Accounts, the Distribution Account and the Grantor Trust Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or the Custodian or any successor thereto other agent on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York ___________ and ___________ Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCodes; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Depositor), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Fund by the Depositor to the Trustee as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor to the Trustee of all the Mortgage Loan Seller's right, title Loans and interest in and to the Mortgage Loansother assets constituting the Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Fund are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Fund and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Trust Administrator on behalf of the related Notes Trustee) of Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement. 121
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Fund by the Depositor to the Trustee as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor to the Trustee of all the Mortgage Loan Seller's right, title Loans and interest in and to the Mortgage Loansother assets constituting the Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Fund are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Fund and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Trustee of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest 122 created hereby.. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement. 123
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Unaffiliated Seller to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Mortgage Loan Unaffiliated Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Unaffiliated Seller then (a) this Unaffiliated Seller's Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Unaffiliated Seller to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan Unaffiliated Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Unaffiliated Seller and the Depositor shall, to the extent consistent with this Unaffiliated Seller's Agreement, take such actions as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Unaffiliated Seller to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Mortgage Loan Unaffiliated Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Unaffiliated Seller then (a) this Unaffiliated Seller's Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Unaffiliated Seller to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan Unaffiliated Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Unaffiliated Seller and the Depositor shall, to the extent consistent with this Unaffiliated Seller's Agreement, take such actions as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Samples: S Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Depositor as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Depositor to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Seller then then: (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Samples: Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and the other assets constituting the Trust Fund by the Depositor to the Trustee as contemplated by this Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor to the Trustee of all the Mortgage Loan Seller's right, title Loans and interest in and to the Mortgage Loansother assets constituting the Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and the other assets constituting the Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other assets constituting the Trust Fund are held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans and the other assets constituting the Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans and the other assets constituting the Trust Fund and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Trustee of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby.. The Servicer and the Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure 117 that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets constituting the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement. 118
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Sponsor to the Depositor as contemplated by this Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Sponsor to the Depositor of all the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller Sponsor to the Depositor to secure a debt or other obligation of the Mortgage Loan SellerSponsor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Mortgage Loan Seller Sponsor then (a) this Unaffiliated Seller's Agreement shall also be deemed to be a security agreement under applicable lawwithin the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Sponsor to the Purchaser Depositor of a first priority security interest in all of the Mortgage Loan SellerSponsor's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder of on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto Depositor of the related Notes Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons persons holding such property, and acknowledgments, receipts or confirmations from Persons persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Sponsor and the Depositor shall, to the extent consistent with this Unaffiliated Seller's Agreement, take such actions as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and would be maintained as such throughout the term of this Agreement.
Appears in 1 contract
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller Depositor of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller Depositor to the Trustee to secure a debt or other obligation of the Mortgage Loan SellerDepositor. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller Depositor to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan SellerDepositor's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Account, the Lower-Tier Distribution Account, the Interest Reserve Account, the Upper-Tier Distribution Account, the Default Interest Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Massachusetts Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp Series 2000-C1)
Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans and the Montehiedra Partner Loans) by the Seller to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Seller of the Certificates be, and be treated for all purposes as, a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller's right, title and undivided portion of the beneficial interest in and to the Mortgage LoansTrust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans Trust Fund by the Mortgage Loan Seller to the Trustee to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Trust Fund is held to continue to be property of the Mortgage Loan Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Trust Fund provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser Trustee on behalf of Certificateholders of a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans Trust Fund and all amounts payable to the holder holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, Lower-Tier Distribution Account, Middle-Tier Distribution Account, Upper-Tier Distribution Account, Class Q Distribution Account, Excess Interest Distribution Account and Class M Distribution Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser Trustee (or any successor thereto the Custodian on its behalf) of the related Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Delaware and Illinois Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdictionCode; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Ii Series 1997-Gl I)
