Common use of SECURITY INTEREST; PURCHASER’S APPOINTMENT AS ATTORNEY-IN Clause in Contracts

SECURITY INTEREST; PURCHASER’S APPOINTMENT AS ATTORNEY-IN. FACT (a) Seller and the Purchaser intend that (other than for tax and accounting purposes) the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’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 Seller’s performance of all of its Obligations, Seller hereby grants to the Purchaser a first priority security interest in the Purchased Assets and Purchased Items. Seller acknowledges and agrees that its rights with respect to the Purchased Assets and Purchased Items are and shall continue to be at all times junior and subordinate to the rights of the Purchaser hereunder. (b) Seller hereby irrevocably constitutes and appoints the Purchaser and any officer or 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 Seller and in the name of Seller or in its own name, from time to time in Purchaser’s discretion, to file such financing statement or statements relating to the Purchased Items or Purchased Assets as the Purchaser at its option may deem appropriate, and if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this 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 Agreement, and, without limiting the generality of the foregoing, Seller hereby gives the Purchaser the power and right, on behalf of Seller, without assent by, but with notice to, Seller, to do the following if an Event of Default shall have occurred and be continuing and the Purchaser has elected to exercise its remedies pursuant to Section 18 hereof: (i) in the name of Seller, 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 Purchased Items or Purchased Assets and to file any claim or to take any other action or initiate and maintain any appropriate proceeding in any appropriate court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due with respect to any Purchased Items or Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items or Purchased Assets; (iii) (A) to direct any party liable for any payment under any Purchased Items or Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Purchaser or as Purchaser shall direct, (B) in the name of Seller, or in its own name, or otherwise as appropriate, to directly send or cause the applicable servicer to send “hello” letters, “goodbye” letters in the form of Exhibit D, and Section 404 Notices; (C) 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 Items or Purchased Assets; (D) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items or Purchased Assets; (E) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Items or Purchased Assets; (F) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Items or Purchased Assets; (G) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as Purchaser may deem appropriate; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items or Purchased Assets as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Seller’s expense, at any time, and from time to time, all acts and things that Purchaser deems necessary to protect, preserve or realize upon the Purchased Items or Purchased Assets and Purchaser’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby 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. Seller also authorizes the Purchaser, from time to time if an Event of Default shall have occurred and be continuing, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets in connection with any sale provided for in Section 18 hereof. The powers conferred on the Purchaser hereunder are solely to protect Purchaser’s interests in the Purchased Items and Purchased Assets and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Purchaser nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (DITECH HOLDING Corp)

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SECURITY INTEREST; PURCHASER’S APPOINTMENT AS ATTORNEY-IN. FACT (a) Seller and the Purchaser intend that (other than for tax and accounting purposes) the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’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 Seller’s performance of all of its Obligations, Seller hereby grants to the Purchaser a first priority security interest in the Purchased Assets and Purchased ItemsAssets. Seller acknowledges and agrees that its rights with respect to the Purchased Assets and Purchased Items are and shall continue to be at all times junior and subordinate to the rights of the Purchaser hereunder. (b) Seller hereby irrevocably constitutes and appoints the Purchaser and any officer or 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 Seller and in the name of Seller or in its own name, from time to time in Purchaser’s discretion, to file such financing statement or statements relating to the Purchased Items or Purchased Assets as the Purchaser at its option may deem appropriate, and if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this 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 Agreement, and, without limiting the generality of the foregoing, Seller hereby gives the Purchaser the power and right, on behalf of Seller, without assent by, but with notice to, Seller, to do the following if an Event of Default shall have occurred and be continuing and the Purchaser has elected to exercise its remedies pursuant to Section 18 hereof: (i) in the name of Seller, 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 Purchased Items or Purchased Assets and to file any claim or to take any other action or initiate and maintain any appropriate proceeding in any appropriate court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due with respect to any Purchased Items or Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items or Purchased Assets; (iii) (A) to direct any party liable for any payment under any Purchased Items or Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Purchaser or as Purchaser shall direct, (B) in the name of Seller, or in its own name, or otherwise as appropriate, to directly send or cause the applicable servicer to send “hello” letters, “goodbye” letters in the form of Exhibit Dletters, and Section 404 Notices; (C) 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 Items or Purchased Assets; (D) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items or Purchased Assets; (E) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Items or Purchased Assets; (F) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Items or Purchased Assets; (G) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as Purchaser may deem appropriate; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items or Purchased Assets as fully and completely as though the Purchaser were was the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Seller’s expense, at any time, and from time to time, all acts and things that which Purchaser deems necessary to protect, preserve or realize upon the Purchased Items or Purchased Assets and Purchaser’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby 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. Seller also authorizes the PurchaserXxxxxxxxx, from time to time if an Event of Default shall have occurred and be continuing, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets in connection with any sale provided for in Section 18 hereof. The powers conferred on the Purchaser hereunder are solely to protect PurchaserXxxxxxxxx’s interests in the Purchased Items and Purchased Assets and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Purchaser nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, hereunder except for its or their own gross negligence or willful misconduct.

Appears in 1 contract

Samples: Master Repurchase Agreement (loanDepot, Inc.)

SECURITY INTEREST; PURCHASER’S APPOINTMENT AS ATTORNEY-IN. FACT (a) Seller and the Purchaser intend that (other than for tax and accounting purposes) the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’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 Seller’s performance of all of its Obligations, Seller hereby grants to the Purchaser a first priority security interest in the Purchased Assets and Purchased ItemsAssets. Seller acknowledges and agrees that its rights with respect to the Purchased Assets and Purchased Items are and shall continue to be at all times junior and subordinate to the rights of the Purchaser hereunder. (b) Seller hereby irrevocably constitutes and appoints the Purchaser and any officer or 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 Seller and in the name of Seller or in its own name, from time to time in Purchaser’s discretion, to file such financing statement or statements relating to the Purchased Items or Purchased Assets as the Purchaser at its option may deem appropriate, and if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this 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 Agreement, and, without limiting the generality of the foregoing, Seller hereby gives the Purchaser the power and right, on behalf of Seller, without assent by, but with notice to, Seller, to do the following if an Event of Default shall have occurred and be continuing and the Purchaser has elected to exercise its remedies pursuant to Section 18 hereof: (i) in the name of Seller, 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 Purchased Items or Purchased Assets and to file any claim or to take any other action or initiate and maintain any appropriate proceeding in any appropriate court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due with respect to any Purchased Items or Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items or Purchased Assets; (iii) (A) to direct any party liable for any payment under any Purchased Items or Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Purchaser or as Purchaser shall direct, (B) in the name of Seller, or in its own name, or otherwise as appropriate, to directly send or cause the applicable servicer to send “hello” letters, “goodbye” letters in the form of Exhibit D, and Section 404 Notices; (C) 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 Items or Purchased Assets; (D) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items or Purchased Assets; (E) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Items or Purchased Assets; (F) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Items or Purchased Assets; (G) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as Purchaser may deem appropriate; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items or Purchased Assets as fully and completely as though the Purchaser were was the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Seller’s expense, at any time, and from time to time, all acts and things that which Purchaser deems necessary to protect, preserve or realize upon the Purchased Items or Purchased Assets and Purchaser’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby 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. Seller also authorizes the Purchaser, from time to time if an Event of Default shall have occurred and be continuing, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets in connection with any sale provided for in Section 18 hereof. The powers conferred on the Purchaser hereunder are solely to protect Purchaser’s interests in the Purchased Items and Purchased Assets and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither Purchaser nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 1 contract

Samples: Master Repurchase Agreement (Home Point Capital Inc.)

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SECURITY INTEREST; PURCHASER’S APPOINTMENT AS ATTORNEY-IN. FACT (a) Seller and the Purchaser intend that (other than for tax and accounting purposes) the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’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 Seller’s performance of all of its Obligations, Seller hereby grants to the Purchaser a first priority security interest in the related Purchased Assets and Purchased ItemsAssets. Seller acknowledges and agrees that its rights with respect to the Purchased Assets and Purchased Items are and shall continue to be at all times junior and subordinate to the rights of the Purchaser hereunder. (b) Seller hereby irrevocably constitutes and appoints the Purchaser and any officer officers or agent agents 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 Seller and in the name of Seller or in its own name, from time to time in Purchaser’s discretion, to file such financing statement or statements relating to the Purchased Items or Purchased Assets as the Purchaser at its option may deem appropriate, and if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this 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 Agreement, and, without limiting the generality of the foregoing, Seller hereby gives the Purchaser the power and right, on behalf of Seller, without assent by, but with notice to, Seller, to do the following if an Event of Default shall have occurred and be continuing and the Purchaser has elected to exercise its their remedies pursuant to Section 18 hereof: (i) in the name of Seller, 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 Purchased Items or Purchased Assets and to file any claim or to take any other action or initiate and maintain any appropriate proceeding in any appropriate court of law or equity or otherwise deemed appropriate by the Purchaser for the purpose of collecting any and all such moneys due with respect to any Purchased Items or Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items or Purchased Assets; (iii) (A) to direct any party liable for any payment under any Purchased Items or Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Purchaser or as Purchaser shall direct, (B) in the name of Seller, or in its own name, or otherwise as appropriate, to directly send or cause the applicable servicer to send “hello” letters, “goodbye” letters in the form of Exhibit D, and Section 404 Notices; (C) 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 Items or Purchased Assets; (D) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items or Purchased Assets; (E) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Items or Purchased Assets; (F) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Items or Purchased Assets; (G) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as Purchaser may deem appropriate; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items or Purchased Assets as fully and completely as though the Purchaser were the absolute owner thereof for all purposes, and to do, at the Purchaser’s option and Seller’s expense, at any time, and from time to time, all acts and things that which Purchaser deems deem necessary to protect, preserve or realize upon the Purchased Items or Purchased Assets and Purchaser’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby 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. Seller also authorizes the PurchaserXxxxxxxxx, from time to time if an Event of Default shall have occurred and be continuing, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets in connection with any sale provided for in Section 18 hereof. The powers conferred on the Purchaser hereunder are solely to protect PurchaserXxxxxxxxx’s interests in the Purchased Items and Purchased Assets and shall not impose any duty upon it to exercise any such powers. The Purchaser shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither Purchaser nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 1 contract

Samples: Master Repurchase Agreement (Mr. Cooper Group Inc.)

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