Treatment as a Security Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date, all other payments made in respect of such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.
Treatment as a Security Agreement. The Depositor, concurrently with the execution and delivery hereof, has conveyed to the Trust, all of its right, title and interest in and to the Mortgage Loan. The parties intend that such conveyance of the Depositor’s right, title and interest in and to the Mortgage Loan pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Depositor shall be deemed to have granted, and in such event does hereby grant, to the Trustee, in trust for the registered holders of Holders of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owners, a first priority security interest in all of its right, title and interest, whether now owned or existing or hereafter acquired or arising, in, to and under the Mortgage Loan, all payments of principal or interest with respect to the Mortgage Loan on or after the Closing Date and all proceeds thereof that may come due with respect to the Mortgage Loan and that this Agreement shall constitute a security agreement under applicable law.
Treatment as a Security Agreement. The Mortgage Loan Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans. The parties intend that the conveyance of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Mortgage Loan Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser a first priority security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans, all payments of principal or interest on such Mortgage Loans, all other payments made in respect of such Mortgage Loans, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Purchaser may, to secure the Purchaser's own borrowings, repledge (i) all or any portion of the Mortgage Loans pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and (ii) all proceeds, products and profits derived from such Mortgage Loans, including, without limitation, to the extent of the Mortgage Loan Seller's interest therein, all moneys, goods, insurance proceeds and other tangible or intangible property received upon the liquidation or sale thereof or otherwise relating thereto. Such a repledge may be made by the Purchaser with or without a repledge by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgment from the Mortgage Loan Seller. The Mortgage Loan Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any right of set-off) against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser.
Treatment as a Security Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage
Treatment as a Security Agreement. Subject to the receipt of the purchase price for the Mortgage Loans, the Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser, all of its right, title and interest in and to the Mortgage Loans. The parties intend that the conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on the Mortgage Loans due after the Cut-off Date, all other payments made in respect of the Mortgage Loans after the Cut-off Date (except to the extent such payments were due on or before the Cut-off Date) and all proceeds thereof and that this Agreement shall constitute a security agreement under applicable
Treatment as a Security Agreement. The parties intend that the conveyance of the Transferor's (right, title and interest in and to the beneficial interest in the Initial Student Loans that are FFELP Student Loans and the legal and beneficial interest in the Initial Student Loans that are Private Student Loans pursuant to this Agreement {and any New Loans and Serial Loans pursuant to a related Subsequent Transfer Agreement} shall constitute a valid purchase and sale and not a loan. If such conveyance is deemed to be a loan and not a sale, then the parties also intend and agree that the Transferor shall be deemed to have granted, and in such event do hereby grant to the Issuer, a first priority security interest in all of the Transferor's right, title and interest in, to and under the Initial Student Loans {and any New Loans or Serial Loans} and the other items specified in Sections 2.1 {and 2.2,} and that this Agreement (with respect to the Initial Student Loans) {and any applicable Subsequent Transfer Agreement (with respect to the New Loans or Serial Loans conveyed thereby)} shall each constitute a security agreement under applicable law with respect to such loans. If such conveyance is deemed to be a loan and not a sale, the Issuer may, to secure the Issuer's own borrowings under the Indenture, repledge all or any portion of such loans and the other items specified in Sections 2.1 {and 2.2 hereof} pledged to the Issuer and not released from the security interest of this Agreement at the time of such pledge. Such a repledge may be made by the Issuer with or without a repledge by the Issuer of its rights under this Agreement, and without further notice to or acknowledgment from the Transferor. The Transferor waives, to the extent permitted by applicable law, all claims, causes of action and remedies whether legal or equitable (including any rights of set-off) against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement, {each Transfer Agreement,} the Trust Agreement and the Indenture.
Treatment as a Security Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage Loans (other than any Alabama Hilton Portfolio Deferred Payment). The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date (other than any Alabama Hilton Portfolio Deferred Payment), all other payments made in respect of such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest due on or before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.
Treatment as a Security Agreement. Subject to the receipt of the purchase price for the Mortgage Loans, the Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser, all of its right, title and interest in and to the Mortgage
