SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ performance of all of their Obligations, Sellers hereby grant Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: the Purchased Loans, the related Records, all related Servicing Rights, all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder. (b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable; (ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans; (iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 3 contracts
Samples: Master Repurchase Agreement (ECC Capital CORP), Master Repurchase Agreement (ECC Capital CORP), Master Repurchase Agreement (ECC Capital CORP)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Items (as defined below) identified on the related Loan Schedule. The Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets (other than for accounting and tax purposes) and not loans from Buyer to Sellers the Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes characterizes the Transactions hereunder as other than sales, and as security for Sellers’ the Seller’s performance of all of their its Obligations, Sellers and in any event, the Seller hereby grant grants Buyer a fully perfected first priority security interest in all of the Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: , until the related Purchased Assets are repurchased by the Seller:
(i) all Purchased Assets, including all related cash and Substitute Assets provided pursuant to Section 6 and held by or under the control of Buyer, identified on a Transaction Notice or related Loan Schedule delivered by the Seller to Buyer and the Custodian from time to time;
(ii) any Agency Security or right to receive such Agency Security when issued in each case only to the extent specifically backed by any of the Purchased LoansAssets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Assets);
(iv) any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;
(v) the related Records, all the related Servicing RightsRecords, and the related Servicing Rights relating to such Purchased Assets;
(vi) all rights of the Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(vii) all rights of the Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(viii) the Collection Account and all Income relating to such Purchased Assets;
(ix) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwiseincluding FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and any related Rural Housing Service Guarantees (if any)) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder, thereunder and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(x) all interests in real property collateralizing any Purchased Assets;
(xi) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(xii) any purchase agreements or other agreements agreements, contracts or contracts relating Takeout Commitments to or constituting any or all the extent specifically related to Purchased Assets subject to a Transaction (including the rights to receive the related takeout price and the portion of the foregoing, all “accounts” Security related to Purchased Assets subject to a Transaction as defined in evidenced by such Takeout Commitments) to the Uniform Commercial Code extent relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income receive copies of documentation relating thereto;
(xiii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the rights to enforce such payments arising from any of the Purchased LoansUniform Commercial Code and all cash and Cash Equivalents and all products and proceeds, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements extent specifically relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality or constituting any or all of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: the Purchased Loans, the related Records, all related Servicing Rights, all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers Seller hereby irrevocably constitute constitutes and appoint the Buyer, appoints Buyer and any officer, agent, assignee officer or designee agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers Seller and in the name of Sellers Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ Seller’s signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers Seller hereby give gives Buyer the power and right, on behalf of SellersSeller, without assent by, but with notice to, SellersSeller, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of SellersSeller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Seller with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was were the absolute owner(s) owner thereof for all purposes, and to do, at Buyer’s option and Sellers’ Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers Seller might do. Sellers Seller hereby ratify ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers Seller also authorize the authorizes Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans. The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Purchased Loans and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Master Repurchase Agreement, Master Repurchase Agreement (New Century Financial Corp)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets and not loans from Buyer to Sellers Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: :
(i) all Purchased Assets identified on a Transaction Notice delivered by Seller to Buyer and the Custodian from time to time;
(ii) any other collateral pledged or otherwise relating to such Purchased LoansAssets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Asset accounting records and other books and records relating thereto;
(iii) the related Servicing Records, all and the related Servicing Rights, ;
(iv) the Collection Account and all Income on deposit therein;
(v) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder, thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(vi) all interests in real property collateralizing any Purchased Assets;
(vii) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(viii) all Interest Rate Protection Agreements relating to any or all of the foregoing (if any);
(ix) any purchase agreements or other agreements agreements, contracts or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code take-out commitments relating to or constituting any or all of the foregoing and any other contract rights, payments, all rights to payment receive documentation relating thereto;
(including payments x) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of interest or finance charges)credit rights”, and all instruments, chattel paper, “securities, investment property and general intangibles and other assets comprising or relating ’ accounts” as each of those terms is defined in the Uniform Commercial Code related to the Purchased Loans, any security account Assets and all rights to Income cash and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any Cash Equivalents and all replacements, substitutions, distributions on, or products and proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality or constituting any or all of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Walter Investment Management Corp), Master Repurchase Agreement (Walter Investment Management Corp)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of its Obligations and as security for Seller’s, Guarantor’s or any of their Obligationsrespective Affiliate’s or Subsidiary’s performance of its obligations under any agreement (other than the Chesapeake Facility and the Bxxxxx’x Gate Facility) by and among any such Person, Sellers on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Transaction Notice delivered by Seller to Buyer and the Custodian from time to time, (ii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iii) the related Records, all Servicing Records and the related Servicing Rights, (iv) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (v) the Collection Account, the RBS Sub-Account, all Income relating to such Purchased Loans and all FNMA Loan Purchase Proceeds—RBS, (vi) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (vii) all interests in real property collateralizing any Purchased Loans, (viii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (ix) any purchase agreements or other agreements agreements, contracts or contracts takeout commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (x) with respect to each Additional Collateral Mortgage Loan, the Seller’s security interest in, to and under any related Additional Collateral, all rights of Seller in each related Additional Collateral Agreement, each Additional Collateral Servicing Agreement, each Control Agreement, each Surety Bond and all rights of Seller to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: the (i) all Purchased Loans identified on a Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, all and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the foregoing, (xi) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xiii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
. Seller acknowledges and agrees that its rights with respect to the Purchased Items (b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, including without limitation, to file such financing statement or statements relating to any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the Collateral without Sellers’ signature thereon as rights of Buyer at its option may deem appropriate, and, without hereunder. Seller further acknowledges that it has no rights to the Servicing Rights related to the Purchased Loans. Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name event that Seller is deemed to retain any residual Servicing Rights, Seller grants, assigns and pledges to Buyer a first priority security interest in all of Sellersits rights, or title and interest in and to the Servicing Rights as indicated hereinabove. In addition, Seller, in its own namecapacity as Servicer, or otherwisefurther grants, assigns and pledges to take possession of Buyer a first priority security interest in and endorse to all Servicing Records and collect any checks, drafts, notes, acceptances rights to receive Servicing Records or other instruments for documents that constitute a part of the payment of moneys due with respect to any other Purchased Loans and to file any claim Mortgage File or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Servicing File with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposesLoan, and all Income related to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done received by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to executeSeller, in connection its capacity as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with any sale provided the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Seller’s Obligations to the Purchased LoansBuyer hereunder.
Appears in 1 contract
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Each Seller and Buyer intend that the Transactions each Transaction hereunder be sales a sale to Buyer of the Purchased Loans Assets (other than for accounting and tax purposes) and not loans a loan from Buyer to Sellers each Seller secured by the Purchased LoansAssets (including, without limitation, the related Servicing Rights). However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the such Transactions hereunder as other than sales, and as security for Sellers’ each Seller’s payment and performance of all of their its Obligations, Sellers each Seller hereby grant grants Buyer a fully perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Assets and the rights of each Seller with respect to all Loans identified on a Funding Notice or any Transaction Notice delivered by Buyer to Sellers and Custodian from time to time, (ii) all interests of such Seller in the related Loan Documents, including, without limitation, all promissory notes related to such Purchased Assets, (iii) all interests of such Seller in any other collateral pledged or otherwise relating to the related Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights in connection with any Purchased Assets, (v) all rights of such Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, and all rights of such Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) all Income relating to such Purchased Assets, (vii) the Collection Account and all Income deposited therein relating to such Purchased Assets, (viii) each Servicer Custodial Account (if any) and all Income deposited therein relating to such Purchased Assets, (ix) such Seller’s right to any accounts related to the Purchased LoansAssets and all amounts on deposit therein, the related Records(x) all Loan Guaranty Certificates, all related Servicing Rights, all other mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunderthereunder and all rights of such Seller to receive from any third party or to take delivery of any of the foregoing, (xi) all interests in real property collateralizing any Purchased Assets, (xii) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all Insurance Proceeds and all rights of such Seller to receive from any third party or to take delivery of any of the foregoing, (xiii) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments (including any Takeout Commitments), if any, relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, in each case relating to the Purchased Assets, (xiv) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xv) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Each Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest such Seller may have in the Purchased Loans Assets and any other collateral granted by such Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
. Each Seller acknowledges and agrees that any of its rights with respect to the Purchased Items (b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, any security interest such Seller may have in the Purchased Assets and Loans and any other collateral granted by such Seller to file such financing statement or statements relating Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the Purchased Loans and rights of Buyer hereunder. Each Seller further acknowledges that it has no rights to the Collateral without Sellers’ signature thereon Servicing Rights related to the Loans, except as Buyer at its option may deem appropriate, and, without expressly set forth herein.Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, Sellers hereby give in the event that a Seller is deemed to retain any residual interest in such Servicing Rights, such Seller grants, assigns and pledges to Buyer a first priority security interest in all of its rights, title and interest in and to the power and rightServicing Rights as indicated herein above. In addition, on behalf of SellersUnited Shore shall cause the Servicer, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuingin its capacity as Servicer, to do grant, assign and pledge to Buyer a first priority security interest in and to all the following:
(i) in related Servicing Records and rights to receive the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances related Servicing Records or other instruments for documents that constitute a part of the payment of moneys due Mortgage File or Servicing File with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any Loan, and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Income related to the Purchased LoansAssets received by United Shore or Servicer (as applicable) in its capacity as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for each Seller’s Obligations to Buyer hereunder.
Appears in 1 contract
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Assets identified on the related Loan Schedule. The Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets (other than for accounting and tax purposes) and not loans from Buyer to Sellers the Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes characterizes the Transactions hereunder as other than sales, and as security for Sellers’ the Seller’s performance of all of their its Obligations, Sellers and in any event, the Seller hereby grant grants Buyer a fully perfected first priority security interest in all of the Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: , until the related Purchased Assets are repurchased by the Seller:
(i) all Purchased Assets, including all related cash provided pursuant to Section 6 and held by or under the control of Buyer, identified on a Transaction Notice or related Loan Schedule delivered by the Seller to Buyer and the Custodian from time to time;
(ii) any Agency Security or right to receive such Agency Security when issued in each case only to the extent specifically backed by any of the Purchased LoansAssets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Assets);
(iv) any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;
(v) the related Records, all the related Servicing RightsRecords, and the related Servicing Rights relating to such Purchased Assets;
(vi) all rights of the Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(vii) all rights of the Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(viii) the Collection Account and all Income relating to such Purchased Assets;
(ix) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwiseincluding FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and any related Rural Housing Service Guarantees (if any)) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder, thereunder and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(x) all interests in real property collateralizing any Purchased Assets;
(xi) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(xii) any purchase agreements or other agreements agreements, contracts or contracts relating Takeout Commitments to or constituting any or all the extent specifically related to Purchased Assets subject to a Transaction (including the rights to receive the related takeout price and the portion of the foregoing, all “accounts” Security related to Purchased Assets subject to a Transaction as defined in evidenced by such Takeout Commitments) to the Uniform Commercial Code extent relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any receive copies of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements documentation relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payablethereto;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions Initial Transaction and each Renewal Transaction hereunder be sales a sale to Buyer of the Purchased Loans Certificate and not loans a loan from Buyer to Sellers the Seller secured by the Purchased LoansCertificate. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the such Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) the Purchased Certificate and the rights of the Seller with respect to all Participation Interests identified on a Funding Notice or any Transaction Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all interests of Seller in the related Loan Documents, including, without limitation, all promissory notes, (iii) all interests of Seller in any other collateral pledged or otherwise relating to the related Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related RecordsServicing Rights in connection with any Loan subject to a Participation Interest which is held by the Legal Title Trust for the benefit of the owners of the related Participation Interests, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, all related rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing RightsFile, (vi) the Collection Account and all mortgage guaranties and insurance Income deposited therein relating to such Purchased Participation Interests, (vii) Seller’s right to the Participation Interest Account and all Income deposited therein, (viii) Seller’s right to each Underlying Trust Account and all Income on deposit therein, (ix) Seller’s right to the Pass-Through Trust Account and all Income on deposit therein, (x) all interests in real property collateralizing any Loans represented by Participation Interests, (issued xi) all other insurance policies and insurance proceeds relating to any Loans represented by governmental agencies or otherwise) Participation Interests or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance all Insurance Proceeds and all claims and payments thereunderrights of Seller to receive from any third party or to take delivery of any of the foregoing, (xii) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xiii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xiv) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including including, without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating . Seller further acknowledges that it has no rights to the Purchased Loans and Servicing Rights related to the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without Loans. Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name event that Seller is deemed to retain any residual Servicing Rights, Seller grants, assigns and pledges to Buyer a first priority security interest in all of Sellersits rights, or title and interest in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases Servicing Rights as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loansindicated hereinabove.
Appears in 1 contract
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Loans identified on the related Loan Schedule. The Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (other than for accounting and tax purposes) and not loans from Buyer to Sellers the Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes characterizes the Transactions hereunder as other than sales, and as security for Sellers’ the Seller’s performance of all of their its Obligations, Sellers and in any event, the Seller hereby grant grants Buyer a fully perfected first priority security interest in all of the Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: , until the related Purchased Loans are repurchased by the Seller:
(i) all Purchased Loans, including all related cash and Substitute Loans provided pursuant to Section 6 and held by or under the control of Buyer, identified on a Transaction Notice or related Loan Schedule delivered by the Seller to Buyer and the Custodian from time to time;
(ii) any Agency Security or right to receive such Agency Security when issued in each case only to the extent specifically backed by any of the Purchased Loans;
(iii) the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Loans);
(iv) any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;
(v) the related Records, all the related Servicing RightsRecords, and the related Servicing Rights relating to such Purchased Loans;
(vi) all rights of the Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(vii) all rights of the Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(viii) the Collection Account and all Income relating to such Purchased Loans;
(ix) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwiseincluding FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and any related Rural Housing Service Guarantees (if any)) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder, thereunder and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(x) all interests in real property collateralizing any Purchased Loans;
(xi) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;
(xii) any purchase agreements or other agreements agreements, contracts or contracts relating Takeout Commitments to or constituting any or all the extent specifically related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and the portion of the foregoing, all “accounts” Security related to Purchased Loans subject to a Transaction as defined in evidenced by such Takeout Commitments) to the Uniform Commercial Code extent relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income receive copies of documentation relating thereto;
(xiii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the rights to enforce such payments arising from any of the Purchased LoansUniform Commercial Code and all cash and Cash Equivalents and all products and proceeds, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements extent specifically relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality or constituting any or all of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, in each case pertaining to the Purchased Loans, (vi) the related RecordsCollection Account and all Income relating to such Purchased Loans, (vii) all related Servicing RightsLoan Guaranty Certificates, all other mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the foregoing, (xi) any purchase agreements or other agreements agreements, contracts or contracts Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and the portion of the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xiii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
. Seller acknowledges and agrees that its rights with respect to the Purchased Items (b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, including without limitation, to file such financing statement or statements relating to any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the Collateral without Sellers’ signature thereon as rights of Buyer at its option may deem appropriate, and, without hereunder. Seller further acknowledges that it has no rights to the Servicing Rights related to the Purchased Loans. Without limiting the generality of the foregoing, Sellers hereby give Buyer foregoing and for the power and right, on behalf avoidance of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuingdoubt, to do the following:
(i) extent that, notwithstanding the sale of the Servicing Rights by Seller to Buyer, Seller or Servicer is deemed to retain any rights or interests in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer Servicing Rights with respect to the Purchased Loans, Seller or Servicer, as applicable, shall be deemed to have sold and delivered any of its rights and ownership interests in and to the Servicing Rights and the physical and contractual servicing of such Purchased Loans to Buyer and to the extent such conveyance is not deemed to be a sale of the Servicing Rights to Buyer, Seller grants, assigns and pledges and Seller shall direct Servicer to grant, assign and pledge to Buyer a first priority security interest in all of its rights, title and interest in and to the Servicing Rights with respect to the Purchased Loans. In addition, Seller further grants, assigns and pledges and Seller shall direct Servicer to grant, assign and pledge to Buyer a first priority security interest in and to all Servicing Records and rights to receive Servicing Records or other documents that constitute a part of the Mortgage File or Servicing File with respect to any Purchased Loan, and all Income related to the Purchased Loans received by Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Seller’s Obligations to Buyer hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ performance of all of their Obligations, Sellers each Seller hereby grant grants Buyer a fully perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: the (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Sellers and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, all and the related Servicing Rights, (v) all mortgage guaranties rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and insurance all Income relating to such Purchased Loans, (vii) all interests in real property collateralizing any Purchased Loans, (viii) all other insurance policies and insurance proceeds relating to any Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance all Insurance Proceeds and all claims and payments thereunderrights of Seller to receive from any third party or to take delivery of any of the foregoing, (ix) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (x) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xi) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge and agree that each of their rights with respect to the Collateral Purchased Items (including without limitation, its any security interest a Seller may have in the Purchased Loans and any other collateral granted by such Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) . Sellers hereby irrevocably constitute and appoint further acknowledge that they have no rights to the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating Servicing Rights related to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without Loans. Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, in the event that a Seller or the Servicer is deemed to retain any residual Servicing Rights, such Seller and/or the Servicer, as applicable, grants, assigns and pledges to Buyer a first priority security interest in all of its rights, title and interest in and to the Servicing Rights as indicated hereinabove. In addition, Sellers hereby give and Servicer each further grants, assigns and pledges to Buyer the power a first priority security interest in and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred to all Servicing Records and be continuing, rights to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances receive Servicing Records or other instruments for documents that constitute a part of the payment of moneys due with respect to any other Purchased Loans and to file any claim Mortgage File or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Servicing File with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposesLoan, and all Income related to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans received by Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the Collateral foregoing (collectively, and Buyer’s liens thereon and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Credit Enhancement is hereby pledged as further security for Sellers’ Obligations to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased LoansBuyer hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: the (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, all and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and xii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint . Seller further acknowledges that it has no rights to the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating Servicing Rights related to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without Loans. Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name event that Seller is deemed to retain any residual Servicing Rights, Seller grants, assigns and pledges to Buyer a first priority security interest in all of Sellersits rights, or title and interest in its own nameand to the Servicing Rights as indicated hereinabove. In addition, or otherwiseSeller further grants, assigns and pledges to take possession of Buyer a first priority security interest in and endorse to all Servicing Records and collect any checks, drafts, notes, acceptances rights to receive Servicing Records or other instruments for documents that constitute a part of the payment of moneys due with respect to any other Purchased Loans and to file any claim Mortgage File or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Servicing File with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposesLoan, and all Income related to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans received by Seller as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the Collateral foregoing (collectively, and Buyertogether with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Seller’s liens thereon and Obligations to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased LoansBuyer hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Loans identified on the related Loan Schedule. Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (other than for accounting and tax purposes) and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers and in any event, Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: , until the related Purchased Loans are repurchased by Seller:
(i) all Purchased Loans, including all related cash and Substitute Loans provided pursuant to Section 6 and held by or under the control of Buyer, identified on a Transaction Notice or related Loan Schedule delivered by Seller to Agent and Custodian from time to time;
(ii) any Agency Security or right to receive such Agency Security when issued in each case only to the extent specifically backed by any of the Purchased Loans;
(iii) the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Loans);
(iv) any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;
(v) the related Records, all the related Servicing RightsRecords, and the related Servicing Rights relating to such Purchased Loans;
(vi) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(vii) all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the related Mortgage File or Servicing File;
(viii) the Collection Account and all Income relating to such Purchased Loans;
(ix) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwiseincluding FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and any related Rural Housing Service Guarantees (if any)) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder, thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(x) all interests in real property collateralizing any Purchased Loans;
(xi) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(xii) any purchase agreements or other agreements agreements, contracts or contracts relating Takeout Commitments to or constituting any or all the extent specifically related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and the portion of the foregoing, all “accounts” Security related to Purchased Loans subject to a Transaction as defined in evidenced by such Takeout Commitments) to the Uniform Commercial Code extent relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income receive copies of documentation relating thereto;
(xiii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the rights to enforce such payments arising from any of the Purchased LoansUniform Commercial Code and all cash and Cash Equivalents and all products and proceeds, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements extent specifically relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality or constituting any or all of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ performance of all of their Obligations, Sellers each Seller hereby grant grants Buyer a fully perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: the (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Sellers and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, all and the related Servicing Rights, (v) all mortgage guaranties rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and insurance all Income relating to such Purchased Loans, (vii) all interests in real property collateralizing any Purchased Loans, (viii) all other insurance policies and insurance proceeds relating to any Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance all Insurance Proceeds and all claims and payments thereunderrights of Seller to receive from any third party or to take delivery of any of the foregoing, (ix) any purchase agreements or other agreements agreements, contracts or contracts any related takeout commitments relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.the
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets and not loans from Buyer to Sellers Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Assets identified on a Transaction Notice delivered by the Purchased LoansSeller to the Buyer and the Custodian from time to time, the (ii) all related Loan Documents, including without limitation all promissory notes, and all Records, and original certificates evidencing such Purchased Assets, and any other collateral pledged or otherwise relating to such Purchased Assets, together with all related Servicing Rightsfiles, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iii) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (iv) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (v) any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, (vi) all “accounts” as defined in the Uniform Commercial Code purchase or take-out commitments relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income receive documentation relating thereto, (vii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equivalent”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing; (viii) all Takeout Commitments and Trade Assignments (including the rights to enforce receive the related Takeout Price and the Related Security as evidenced by such payments arising Trade Assignments); (ix) all FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements relating to such Purchased Assets; (x) all Interest Rate Protection Agreements relating to any or all of the foregoing; (xi) all the related Servicing Records and the related Servicing Rights, (xii) all Income relating to such Purchased Assets, (xiii) all interests in real property collateralizing any Purchased Assets, (xiv) the Collection Account, (xv) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Purchased Loans, all guarantees Mortgage File or other support for the Purchased LoansServicing File, and (xvi) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge and agree Seller acknowledges that their it has no rights with respect to the Collateral (including without limitation, its security interest in Servicing Rights related to any of the Purchased Loans and any other collateral granted Loans, whether or not subject to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without a Participation Certificate. Without limiting the generality of the foregoingforegoing and for the avoidance of doubt, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name event that Seller is deemed to retain any residual Servicing Rights, Seller grants, assigns and pledges to Buyer a first priority security interest in all of Sellersits rights, or title and interest in and to the Servicing Rights as indicated hereinabove. In addition, Seller, in its own namecapacity as Servicer, or otherwisefurther grants, assigns and pledges to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans Buyer a first priority security interest in and to file any claim or all documentation and rights to take any other action or proceeding in any court receive documentation related to the Servicing Rights and the servicing of law or equity or otherwise deemed appropriate by the Buyer for the purpose each of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any , and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Income related to the Purchased LoansAssets received by Seller, in its capacity as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Seller’s Obligations to Buyer hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: :
(i) all Purchased Loans identified on a Transaction Notice delivered by Seller to Buyer and the Custodian from time to time;
(ii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;
(iii) the related Servicing Records, all and the related Servicing Rights, ;
(iv) the Collection Account and all Income on deposit therein;
(v) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder, thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(vi) all interests in real property collateralizing any Purchased Loans;
(vii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing;
(viii) all Interest Rate Protection Agreements relating to any or all of the foregoing (if any);
(ix) any purchase agreements or other agreements agreements, contracts or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code take-out commitments relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any receive documentation relating thereto;
(x) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of the Purchased Loans, all guarantees or other support for the Purchased Loanscredit rights”, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any “securities’ accounts” as each of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest those terms is defined in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating Uniform Commercial Code related to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walter Investment Management Corp)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: the (i) all Purchased Loans identified on a Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, all and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunderthereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any purchase agreements or Purchased Loans, (ix) all other agreements or contracts insurance policies and insurance proceeds relating to any Purchased Loans or constituting the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code (xi) any purchase agreements or other agreements, contracts or any related takeout commitments relating to or constituting any or all of the foregoing and any other contract rights, payments, all rights to payment receive documentation relating thereto, (including payments xii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of interest or finance charges)credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all instruments, chattel paper, securities, investment property cash and general intangibles Cash Equivalents and other assets comprising all products and proceeds relating to or constituting any or all of the foregoing relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and (xiii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral Purchased Items (including without limitation, its any security interest Seller may have in the Purchased Loans and any other collateral granted by Seller to Sellers Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
Appears in 1 contract
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer Buyers intend that the Transactions hereunder be sales to Buyer Buyers of the Purchased Loans and not loans from Buyer Buyers to Sellers Seller secured by the Purchased Loans. However, in order to preserve Buyer’s Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of their its Obligations, Sellers Seller hereby grant Buyer grants Buyers a fully perfected first priority security interest interest, in the following property, whether now existing or hereafter acquired: the Purchased Loans, the related Records, all related Servicing Rights, all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, the Seller’s rights under the Master Loan Sale Agreement (including, without limitation, the security interest in favor of Seller pursuant to Section 4 thereof) any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing foregoing, all other insurance policies and insurance proceeds relating to any Purchased Loan or the related Mortgage Property and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge Seller acknowledges and agree agrees that their its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer Buyers hereunder. Seller acknowledges and agrees that its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyers hereunder.
(b) Sellers Seller hereby irrevocably constitute constitutes and appoint the Buyer, appoints Buyers and any officer, agent, assignee officer or designee agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers Seller and in the name of Sellers Seller or in its own name, from time to time in Buyer’s Buyers’ discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ Seller’s signature thereon as Buyer Buyers at its their option may deem appropriate, and, without limiting the generality of the foregoing, Sellers Seller hereby give Buyer gives Buyers the power and right, on behalf of SellersSeller, without assent by, but with notice to, SellersSeller, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of SellersSeller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer Buyers for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer Buyers or the Buyer as Buyers shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Seller with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer Buyers may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though the related Buyer was were the absolute owner(s) owner thereof for all purposes, and to do, at Buyer’s Buyers’ option and Sellers’ Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems Buyers deem necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens Buyers’ Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers Seller might do. Sellers Seller hereby ratify ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers Seller also authorize the Buyerauthorizes Buyers, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans. The powers conferred on Buyers hereunder are solely to protect Buyers’ interests in the Purchased Loans and shall not impose any duty upon it to exercise any such powers. Buyers shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Master Repurchase Agreement (New York Mortgage Trust Inc)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets and not loans from Buyer to Sellers Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ Seller’s performance of all of its Obligations and as security for Seller’s, Guarantor’s or any of their Obligationsrespective Affiliate’s or Subsidiary’s performance of its obligations (other than the obligations of an Asset Securitization Subsidiary or Guarantor’s obligations in connection with the Revolving Credit Agreement) under any agreement (other than an agreement related to Securitization Indebtedness or the Revolving Credit Agreement) by and among any such Person, Sellers on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, Seller hereby grant grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now owned or existing or hereafter acquiredacquired or arising: (i) all Purchased Assets identified on a Transaction Notice delivered by Seller to Buyer and the Custodian from time to time, (ii) any other collateral pledged or otherwise relating to such Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto in the possession of Seller or Custodian, (iii) the Records, (iv) the Collection Account, the Third Party Loan Purchase Proceeds Account, all Income relating to such Purchased Assets and all Third Party Loan Purchase Proceeds, (v) all Takeout Commitments and Trade Assignments related to the Purchased Loans, Assets (including the rights to receive the related RecordsTakeout Price and the Related Security as evidenced by such Trade Assignments), (vi) all related Servicing RightsFHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements relating to such Purchased Assets, (vii) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge and agree that their rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.or
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SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans Assets and not loans from Buyer to Sellers secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ performance of all of their the Obligations, Sellers hereby grant grants Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: (i) all Purchased Assets identified on a Transaction Notice delivered by the Purchased LoansSellers to the Buyer and the Custodian from time to time, the (ii) all related Asset Documents, including without limitation all promissory notes, and all related Records, Transfer Documents, Governing Agreements, and original certificates evidencing such Purchased Assets, and any other collateral pledged or otherwise relating to such Purchased Assets, together with all related Servicing Rightsfiles, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iii) all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder, (iv) all other insurance policies and insurance proceeds relating to any Purchased Assets or any related Mortgaged Property, (v) all Interest Rate Protection Agreements relating to any or all of the foregoing, (vi) any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, (vii) all “accounts” as defined in the Uniform Commercial Code purchase or take-out commitments relating to or constituting any or all of the foregoing and any other contract foregoing, (viii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equivalent”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights, payments, rights to payment (including payments of interest or finance charges)”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all instrumentscash and Cash Equivalents and all products and proceeds, chattel paper, securities, investment property and general intangibles and other assets comprising or in each case relating to or constituting any or all of the foregoing, (ix) Seller’s interest under any Escrow Letters and Insured Closing Letters with respect to any Purchased Loans, any security account (x) all related Servicing Rights; (xi) all Income relating to such Purchased Loans and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and (xii) any and all replacements, substitutions, distributions on, on or proceeds with respect to, of any or all of the foregoing (collectively the “CollateralPurchased Items”). Sellers acknowledge and agree that their respective rights with respect to the Collateral Purchased Items (including without limitation, its any security interest any Seller may have in the Purchased Loans Assets and any other collateral granted to Sellers any Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.
(b) Sellers hereby irrevocably constitute and appoint the Buyer, and any officer, agent, assignee or designee thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ signature thereon as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Sellers hereby give Buyer the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Purchased Loans;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer or the Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though Buyer was the absolute owner(s) thereof for all purposes, and to do, at Buyer’s option and Sellers’ expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers might do. Sellers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers also authorize the Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans.
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Samples: Master Repurchase Agreement (Novastar Financial Inc)
SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Sellers and Buyer Buyers intend that the Transactions hereunder be sales to Buyer Buyers of the Purchased Loans and not loans from Buyer Buyers to Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Sellers’ each Seller’s performance of all of their its Obligations, Sellers each Seller hereby grant Buyer grants Buyers a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: the Purchased Loans, the related Records, all related Servicing Rights, all mortgage guaranties and insurance relating to such Purchased Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, the applicable Seller’s rights under the Master Loan Sale Agreement (including, without limitation, the security interest in favor of Seller pursuant to Section 4 thereof) any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing foregoing, all other insurance policies and insurance proceeds relating to any Purchased Loan or the related Mortgage Property and any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all instruments, chattel paper, securities, investment property and general intangibles intangibles, payment intangibles, and other assets comprising or relating to the Purchased Loans, any security account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Loans, the Servicing Rights, all guarantees guarantees, supporting obligations or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or income, payments and proceeds with respect to, any of the foregoing (collectively the “Collateral”). Sellers acknowledge Each Seller acknowledges and agree agrees that their its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Sellers such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer Buyers hereunder.
(b) Sellers Each Seller hereby irrevocably constitute constitutes and appoint the Buyer, appoints Buyers and any officer, agent, assignee officer or designee agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers such Seller and in the name of Sellers such Seller or in its own name, from time to time in Buyer’s Buyers’ discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, including, without limitation, to file such financing statement or statements relating to the Purchased Loans and the Collateral without Sellers’ the applicable Seller’s signature thereon as Buyer Buyers at its their option may deem appropriate, and, without limiting the generality of the foregoing, Sellers Seller hereby give Buyer gives Buyers the power and right, on behalf of Sellerssuch Seller, without assent by, but with notice to, Sellerssuch Seller, if an Event of Default shall have occurred and be continuing, to do the following:
(i) in the name of SellersSeller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Loans and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer Buyers for the purpose of collecting any and all such moneys due with respect to any other Purchased Loans whenever payable;
(ii) to pay or discharge taxes and liens Liens levied or placed on or threatened against the Purchased LoansLoans or the Collateral;
(iii) (A) to direct any party liable for any payment under any Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to the Buyer Buyers or the Buyer as Buyers shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Loans; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans or any proceeds thereof and to enforce any other right in respect of any Purchased Loans; (E) to defend any suit, action or proceeding brought against Sellers Seller with respect to any Purchased Loans; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer Buyers may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans as fully and completely as though the related Buyer was were the absolute owner(s) owner thereof for all purposes, and to do, at Buyer’s Buyers’ option and Sellers’ Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems Buyers deem necessary to protect, preserve or realize upon the Purchased Loans and the Collateral and Buyer’s liens Buyers’ Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as Sellers Seller might do. Sellers Each Seller hereby ratify ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Sellers Each Seller also authorize the Buyerauthorizes Buyers, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans. The powers conferred on Buyers hereunder are solely to protect Buyers’ interests in the Purchased Loans and shall not impose any duty upon it to exercise any such powers. A Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the related Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.
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