Transaction Assets; Precautionary Security Interest. (a) The parties intend that the Transactions hereunder be sales and purchases and not loans; provided that in order to preserve the rights of Buyer under this Agreement in the event that any court or other forum re-characterizes any Transaction hereunder as a loan, Seller shall be deemed to have assigned, pledged and granted a security interest in all of its right, title and interest in, to and under the Transaction Assets and the related Transaction Asset Items described in Section 5.01(b) below to Buyer, as security for the prompt repayment and performance by Seller of its obligations under the Transaction Documents and the Transactions entered into under this Agreement, including, without limitation, Seller's obligation to repurchase Transaction Assets at the Repurchase Price, or if such obligation were to be re-characterized as a loan, to repay such loan, and to pay any and all other amounts owing hereunder and any and all MS Indebtedness from time to time outstanding (collectively, the "Repurchase Obligations"). Seller agrees to ▇▇▇▇ its computer records to evidence the interests granted to Buyer hereunder. (b) All of Seller's right, title and interest in, to and under each of the following items of property transferred pursuant to the terms of this Agreement by Seller to Buyer from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to as a "Transaction Asset Items": (i) all Subordinate Mortgage Loans, Mezzanine Loans, B Notes, Whole Loans, Preferred Equity Interests, CMBS, participation interests in any of the foregoing and Other Approved Assets; (ii) all Transaction Asset Documents, including without limitation all promissory notes, all securities, any collateral pledged or otherwise relating to such Transaction Asset, all representations and warranties made to, or for the benefit of, Seller by any Transaction Asset Obligor, all Servicing Records (as defined in Section 12.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, in each case subject to prior liens and encumbrances permitted by Buyer; (iii) all guaranties and insurance (issued by governmental agencies or otherwise) and any insurance certificate or other document evidencing such 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 Underlying Property; (v) all Interest Rate Protection Agreements; (vi) the Collection Account and all monies from time to time on deposit in the Collection Account;
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Transaction Assets; Precautionary Security Interest. (a) The parties intend that the Transactions hereunder be sales and purchases and not loans; provided that in order to preserve the rights of Buyer under this Agreement in the event that any court or other forum re-characterizes any Transaction hereunder as a loan, each Seller shall be deemed to have assigned, pledged and granted a security interest in all of its right, title and interest in, to and under the relevant Transaction Assets and the related Transaction Asset Items described in Section 5.01(b) below to Buyer, as security for the prompt repayment and performance by the relevant Seller of its obligations under the Transaction Documents and the Transactions entered into under this Agreement, including, without limitation, such Seller's obligation to repurchase Transaction Assets at the Repurchase Price, or if such obligation were to be re-characterized as a loan, to repay such loan, and to pay any and all other amounts owing hereunder and any and all MS Indebtedness from time to time outstanding (collectively, the "Repurchase Obligations"). Each Seller agrees to ▇▇▇▇ its computer records to evidence the interests granted to Buyer hereunder.
(b) All of the relevant Seller's right, title and interest in, to and under each of the following items of property transferred pursuant to the terms of this Agreement by such Seller to Buyer from time to time and whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter collectively referred to as a "Transaction Asset Items":
(i) all Subordinate Mortgage Loans, Mezzanine Loans, B Notes, Whole Loans, Preferred Equity Interests, CMBS, participation interests in any of the foregoing foregoing, CDO Notes and Other Approved Assets;
(ii) all Transaction Asset Documents, including without limitation all promissory notes, all securities, any collateral pledged or otherwise relating to such Transaction Asset, all representations and warranties made to, or for the benefit of, Seller by any Transaction Asset Obligor, all Servicing Records (as defined in Section 12.14(b) below) and servicing agreements, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, in each case subject to prior liens and encumbrances permitted by Buyer;
(iii) all guaranties and insurance (issued by governmental agencies or otherwise) and any insurance certificate or other document evidencing such 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 Underlying Property;
(v) all Interest Rate Protection Agreements;
(vi) the Collection Account and all monies from time to time on deposit in the Collection Account;
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