Transaction Asset; Security Interest Clause Samples

Transaction Asset; Security Interest. (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Transaction Asset Documents as exclusive bailee and agent for the Buyer pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to the Buyer, each to the effect that it has reviewed such Transaction Asset Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Transaction Asset Documents as so reviewed. (b) All of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Transaction Asset Items”: (i) all Transaction Assets; (ii) all Transaction Asset Documents, including without limitation all Confirmations, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Transaction Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Transaction Asset and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Transaction Asset or the related Mortgaged Property or Underlying Property; (v) except with respect to the Initial Transaction Asset, any Hedging Transactions and Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) the Collection Account and all monies from time to time on deposit in the Collection Account; (vii) all collateral, however defined, under any other agreement between Seller or any of its Affiliates on the one hand and Buyer or any of its Affiliates on the other hand (to the extent the inclusion of such collateral in the Transaction Asset Items would not violate the provisions of such other agreement); (viii) all “general intangibles”, “accounts” and “chattel paper” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing; and (ix) any and all replacements, substitutions, distributions on or proceeds of any and all of the forego...