Common use of Conveyance Security Interest Reo Property Clause in Contracts

Conveyance Security Interest Reo Property. (1) On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Assets, including, without limitation, the beneficial interests in the Contributed REO Property identified on the related Asset Schedule, the related Repurchase Assets and the related Servicing Rights and Asset Documents to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets (including, without limitation, all Scheduled HECM Payments, all Unscheduled HECM Payments and all MIP Payments), including related Servicing Rights, Servicer Advances payable by HUD and/or VA, all debenture interest payable by HUD on account of any HECM Buyout, and Asset Documents, the beneficial interest in the Contributed REO Property, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets and Contributed REO Property, the Records, the Program Agreements (to the extent such Program Agreements and Seller’s rights thereunder relate to the Purchased Assets or Contributed REO Property), any related Take‑out Commitments, any Property relating to the Purchased Assets or Contributed REO Property, all insurance policies and insurance proceeds relating to any Purchased Asset, Contributed REO Property or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles related to the Purchased Assets, and other assets relating to the Purchased Assets or Contributed REO Property (including, without limitation, any other accounts) or any interest in the Purchased Assets or Contributed REO Property, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (2) In order to further secure the Obligations hereunder, REO Subsidiary hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the REO Properties, all related Servicing Rights, Asset Documents, the Records, the Program Agreements (to the extent such Program Agreements and REO Subsidiary’s rights thereunder relate to the REO Properties), any related Take-out Commitments, any Property relating to the REO Properties, all insurance policies and insurance proceeds relating to any REO Property, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of REO Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the REO Properties (including, without limitation, any other accounts) or any interest in the REO Properties, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “REO Subsidiary Repurchase Assets” and together with the Primary Repurchase Assets, the “Repurchase Assets”). (3) The provisions of paragraphs (a), (b) and (c) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code, and are further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary, to the extent of its Repurchase Assets.

Conveyance Security Interest Reo Property. (1) On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Assets, including, without limitation, the beneficial interests in the Contributed REO Property identified on the related Asset Schedule, the related Repurchase Assets and the related Servicing Rights and Asset Documents to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets (including, without limitation, all Scheduled HECM Payments, all Unscheduled HECM Payments and all MIP Payments), including related Servicing Rights, Servicer Advances payable by HUD and/or VA, all debenture interest payable by HUD on account of any HECM Buyout, and Asset Documents, the beneficial interest in the Contributed REO Property, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets and Contributed REO Property, the Records, the Program Agreements (to the extent such Program Agreements and Seller’s rights thereunder relate to the Purchased Assets or Contributed REO Property), any related Take‑out Commitments, any Property relating to the Purchased Assets or Contributed REO Property, all insurance policies and insurance proceeds relating to any Purchased Asset, Contributed REO LEGAL02/37648106v16 Property or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles related to the Purchased Assets, and other assets relating to the Purchased Assets or Contributed REO Property (including, without limitation, any other accounts) or any interest in the Purchased Assets or Contributed REO Property, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (2) In order to further secure the Obligations hereunder, each REO Subsidiary hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the REO Properties, all related Servicing Rights, Asset Documents, the Records, the Program Agreements (to the extent such Program Agreements and each REO Subsidiary’s rights thereunder relate to the REO Properties), any related Take-out Commitments, any Property relating to the REO Properties, all insurance policies and insurance proceeds relating to any REO Property, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of each REO Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the REO Properties (including, without limitation, any other accounts) or any interest in the REO Properties, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “REO Subsidiary Repurchase Assets” and together with the Primary Repurchase Assets, the “Repurchase Assets”). (3) The provisions of paragraphs (a), (b) and (c) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code, and are further intended to be a guaranty of the Obligations to the Buyer by the each REO Subsidiary, to the extent of its Repurchase Assets.

Conveyance Security Interest Reo Property. (1) On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Assets, including, without limitation, the beneficial interests in the Transaction Mortgage Loans and Contributed REO Property identified on the related Asset Schedule, the related Repurchase Assets and the related Servicing Rights and Asset Documents to Administrative Agent for the benefit of Buyers and RepledgeesDocuments. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent Buyer a fully perfected first priority security interest in the Purchased Assets (including, without limitation, all Scheduled HECM Payments, all Unscheduled HECM Payments and all MIP Payments)Assets, including related Servicing Rights, Servicer Advances payable by HUD and/or VA, all debenture interest payable by HUD on account of any HECM Buyout, Rights and Asset Documents, the beneficial interest in the Transaction Mortgage Loans and Contributed REO Property, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets Assets, Transaction Mortgage Loans and Contributed REO Property, the Records, the Program Agreements (to the extent such Program Agreements and Seller’s rights thereunder relate to the Purchased Assets Assets, Transaction Mortgage Loans or Contributed REO Property), any related Take‑out Commitments, any Property relating to the Purchased Assets Assets, Transaction Mortgage Loans or Contributed REO Property, all insurance policies and insurance proceeds relating to any Purchased Asset, Transaction Mortgage Loan, Contributed REO Property or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights (other than those rights retained by GNMA Xxxxxx Xxx pursuant to the GNMA Xxxxxx Mae Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles related to the Purchased Assets, and other assets relating to the Purchased Assets Assets, Transaction Mortgage Loans or Contributed REO Property (including, without limitation, any other accounts) or any interest in the Purchased Assets Assets, Transaction Mortgage Loans or Contributed REO Property, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent Buyer pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (2) In order to further secure the Obligations hereunder, REO Subsidiary hereby grants, assigns and pledges to Administrative Agent Buyer a fully perfected first priority security interest in the REO Properties, Transaction Mortgage Loans, all related Servicing Rights, Asset Documents, the Records, the Program Agreements (to the extent such Program Agreements and REO Subsidiary’s rights thereunder relate to the REO PropertiesProperties and Transaction Mortgage Loans, as applicable), any related Take-out Commitments, any Property relating to the REO PropertiesProperties and Transaction Mortgage Loans, as applicable, all insurance policies and insurance proceeds relating to any REO PropertyProperty and Transaction Mortgage Loan, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of REO Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by GNMA Xxxxxx Xxx pursuant to the GNMA Xxxxxx Mae Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the REO Properties and Transaction Mortgage Loans, as applicable (including, without limitation, any other accounts) or any interest in the REO PropertiesProperties and Transaction Mortgage Loans, as applicable, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent Buyer pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “REO Subsidiary Repurchase Assets”). (3) In order to further secure the Obligations hereunder, Transaction Subsidiary hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Transaction Mortgage Loans, all related Servicing Rights, Asset Documents, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Transaction Mortgage Loans, the Records, the Program Agreements (to the extent such Program Agreements and Transaction Subsidiary’s rights thereunder relate to Transaction Mortgage Loans), any related Take-out Commitments, any Property relating to the Transaction Mortgage Loans, all insurance policies and insurance proceeds relating to any Transaction Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Transaction Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by Xxxxxx Xxx pursuant to the Xxxxxx Mae Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Transaction Mortgage Loans (including, without limitation, any other accounts) or any interest in the Transaction Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Buyer pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Transaction Subsidiary Repurchase Assets” and together with the REO Subsidiary Repurchase Assets, the “Additional Repurchase Assets” and together with the Primary Repurchase Assets and the REO Subsidiary Repurchase Assets, the “Repurchase Assets”). (3) . The provisions of paragraphs (a), (b) and (c) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code, and are further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary and the Transaction Subsidiary, as applicable, to the extent of its their respective Repurchase Assets.

Conveyance Security Interest Reo Property. (1) . On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Assets, including, without limitation, the beneficial interests in the Contributed REO Property Assets identified on the related Asset Schedule, the related Repurchase Assets and the including related Servicing Rights and Asset Documents Documents, the REO Subsidiary Interests, and the Repurchase Assets to Administrative Agent for the benefit (on behalf of Buyers and RepledgeesBuyers). Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent (on behalf of Buyers) as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent (on behalf of Buyers) a fully perfected first priority security interest in the Purchased Assets (including, without limitation, all Scheduled HECM Payments, all Unscheduled HECM Payments and all MIP Payments)Assets, including the related Servicing Rights, Servicer Advances payable by HUD and/or VA, all debenture interest payable by HUD on account of any HECM Buyout, Rights and Asset Documents, the beneficial interest in the Contributed REO Property, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets and Contributed REO PropertyAssets, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s rights right thereunder relate to the Purchased Assets or Contributed REO PropertyAssets), any related Take‑out Take-out Commitments, any Property relating to the Purchased Assets or Contributed REO PropertyAssets, all insurance policies and insurance proceeds relating to any Purchased Asset, Contributed REO Property Asset or the related Mortgaged Property or Contributed REO Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any, including for the avoidance of doubt all debenture interest payable by HUD on account of any GNMA EBO and Contributed REO Property), Income, Interest Rate Protection Agreements, the Custodial Account and all amounts deposited therein, accounts (including any interest of Seller in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide)rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles related to the Purchased Assets, and other assets relating to the Purchased Assets or Contributed REO Property (including, without limitation, any other accounts) or any interest in the Purchased Assets or Contributed REO PropertyAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a TransactionReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (2) . In order to further secure the Obligations hereunder, REO Subsidiary hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a fully perfected first priority security interest in the Contributed REO Properties, all including related Servicing Rights, Rights and Asset Documents, all debenture interest payable by HUD on account of any GNMA EBO, the RecordsRecords related to the Contributed REO Properties, the Program Agreements (to the extent such Program Agreements and REO Subsidiary’s rights thereunder relate to the Contributed REO Properties), any related Take-out Commitments, any Property relating to the Contributed REO Properties, all insurance policies and insurance proceeds relating to any Contributed REO Property, as applicableProperties, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)) to the extent of the Contributed REO Properties protected thereby, Income, Interest Rate Protection Agreements, deposit accounts or securities accounts related to the Contributed REO Properties (including any interest of REO Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide)rights, instruments, deposit accounts or securities accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets to the extent relating to the Contributed REO Properties (including, without limitation, any other deposit accounts or securities accounts) or any interest in the Contributed REO Properties, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a TransactionReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “REO Subsidiary Additional Repurchase Assets” and together with the Primary Repurchase Assets, collectively, the “Repurchase Assets”). (3) The provisions of paragraphs (a), (b) and (c) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code, and are further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary, to the extent of its Repurchase Assets.