Common use of Additional Loan Advances Clause in Contracts

Additional Loan Advances. The sale by the Seller of any Portfolio Assets to the Purchaser shall not include any obligation to pay any Additional Loan Advance (if any), or any other such obligation relating to payment of funds to a Borrower in respect of such Loans which obligation shall at all times, and notwithstanding the sale of such Portfolio Assets to the Purchaser, remain an obligation of the Seller and the Seller shall have the right to fund, or cause the Originator to fund such Additional Loan Advances. The purchase price to be paid by the Guarantor for all Additional Loan Advances in the Covered Bond Portfolio will be Fair Market Value and funded in accordance with the terms of the Intercompany Loan Agreement and the Guarantor Agreement. Each Additional Loan Advance (if any) will be sold and transferred to the Guarantor at the time such Additional Loan Advance is originated and disbursed to the Borrower, and upon transfer to the Guarantor (together with its applicable Related Security) shall be deemed to form part of the applicable Loan and Related Security. To the extent that an Additional Loan Advance is sold to the Guarantor, the amount of the Intercompany Loan will increase by the amount of the funded Additional Loan Advance which satisfies the Deemed Advance Preconditions pursuant to the terms of the Intercompany Loan Agreement and any remaining amount which does not satisfy the Deemed Advance Preconditions shall be deemed to constitute a Capital Contribution by the Seller and the Seller’s interest, as a limited partner in the Guarantor, shall be increased by such amount pursuant to the terms of the Guarantor Agreement. For greater certainty, it is hereby confirmed that all present and future Additional Loan Advances sold to the Guarantor pursuant to the terms hereof will have the benefit of the applicable Related Security and upon sale by the Seller to the Guarantor of any such Additional Loan Advance (together with its applicable Related Security) the Seller shall have no interest therein.

Additional Loan Advances. (a) The sale by the Seller Originator of any Portfolio Assets Loans and their Related Security to the Purchaser Acquirer shall not include any obligation to pay any Additional Loan Advance Advances (if any), or any other such obligation relating to payment of funds to a Borrower in respect of such Loans which obligation shall at all times, and notwithstanding the sale of such Portfolio Assets Loans and their Related Security to the PurchaserAcquirer, remain remain, as between the Originator and the Acquirer, an obligation of the Seller Originator and the Seller Originator shall have the right to fund, or cause the Originator to fund such Additional Loan Advances. The purchase price to be paid by the Guarantor for all Additional Loan Advances in to be purchased by the Covered Bond Portfolio will Acquirer from the Originator shall be Fair Market Value and funded in accordance with the terms of this Agreement and, upon such funding, shall be deemed to be sold, assigned and transferred from the Intercompany Loan Agreement Originator to the Acquirer free and clear of any Adverse Claim created by the Originator, and the Guarantor AgreementOriginator shall have no interest therein. Each Additional Loan Advance (if any) will be sold and transferred to the Guarantor at the time such Additional Loan Advance is originated and disbursed to the Borrower, and upon transfer to the Guarantor (together with its applicable Related Security) shall be deemed to form part of the applicable Loan and Related Security. To Security and have the extent benefit thereof. (b) On each date that an the Acquirer purchases Additional Loan Advance is sold Advances from the Originator pursuant to Section 2.5(a), the Acquirer shall credit to the GuarantorOriginator’s Purchase Price Balance Ledger, the amount of the Intercompany Loan will increase by the amount of the funded with respect to each such Additional Loan Advance which satisfies was originated by the Deemed Originator, an amount equal to portion of the Current Balance of the related Loan attributable to such Additional Loan Advance Preconditions on the date of such purchase, which shall evidence the debt of the Acquirer owing for each Additional Loan Advance so acquired. The creation of such debt shall be full consideration for the purchase price of the applicable purchased Additional Loan Advance. Upon such credit being made with respect to any such Additional Loan Advance, the Originator’s ownership of such Additional Loan Advance and all Related Security and related Collections shall be sold, assigned and transferred to the Acquirer effective as of the date of such purchase. (c) The Purchase Price Balance of each purchased Additional Loan Advance shall bear interest at a rate equal to the interest rate applicable to such Additional Loan Advance. (d) The Purchase Price Balance of a purchased Additional Loan Advance and the interest payable on such Purchase Price Balance shall be payable in instalments of principal and interest (for the purposes of this Section 2.5, each a “Purchase Price Instalment”) corresponding to the instalments of principal and interest payable following the date that the Acquirer purchased such Additional Loan Advance from the Originator pursuant to Section 2.5(a) by the Borrower in respect of such purchased Additional Loan Advance (for the purposes of this Section 2.5, each a “Borrower Instalment”) in accordance with the terms of the Intercompany Loan Agreement and any remaining amount which does not satisfy the Deemed Advance Preconditions shall be deemed to constitute a Capital Contribution by the Seller and the Seller’s interest, as a limited partner in the Guarantor, shall be increased by such amount pursuant to the terms of the Guarantor Agreementrelated Purchased Loan. For greater certainty, it is hereby confirmed the parties hereto confirm that all present and future Additional Loan Advances sold to the Guarantor pursuant extent that a Borrower Instalment is not paid in full when due, the Acquirer may delay payment of the corresponding portion of the Purchase Price Instalment, subject to the terms hereof will have application of Section 2.5(g) hereof. (e) Upon the benefit of the applicable Related Security and upon sale receipt by the Seller to the Guarantor Acquirer of any such prepayment under a purchased Additional Loan Advance (together with for the purposes of this Section 2.5, a “Prepayment”), the Acquirer shall immediately pay an amount equal to such Prepayment to the Originator in reduction of the Purchase Price Balance. (f) Upon payment to the Originator by the Acquirer of a Purchase Price Instalment or an amount equal to a Prepayment pursuant to Sections 2.5(d) or 2.5(e), the Purchase Price Balance of the relevant purchased Additional Loan Advance shall be reduced by an amount corresponding to such payment. (g) Notwithstanding Section 2.5(d), the Purchase Price Balance of a purchased Additional Loan Advance shall become payable to the Originator in its entirety upon the occurrence of the first of the following events: (i) when the related Purchased Loan matures; or (ii) when the related Purchased Loan ceases to form part of the covered bond portfolio under the Covered Bond Programme. (h) Notwithstanding any provision contained herein to the contrary, the Acquirer may, at any time, without penalty, accelerate the payment of the Purchase Price Balance of any purchased Additional Loan Advance, including by making additional instalments or by increasing such instalments. (i) All payments, if any, required to be made by the Federation to the Originator, or by the Originator to the Federation, pursuant to or in furtherance of any Purchase Document, shall be made without deduction, allowance or set-off regardless of any defence or counterclaim (whether based on any law, rule or policy now or hereafter issued or enacted by any Government Authority) unless required by applicable Related Security) the Seller shall have no interest thereinlaw.

Additional Loan Advances. The sale by the Seller of any Portfolio Assets to the Purchaser shall not include any obligation to pay any Additional Loan Advance (if any), or any other such obligation relating to payment of funds to a Borrower in respect of such Loans which obligation shall at all times, and notwithstanding the sale of such Portfolio Assets to the Purchaser, remain an obligation of the relevant Seller and the Seller shall have the right to fund, or cause the Originator to fund such Additional Loan Advances. The purchase price to be paid by the Guarantor for all All Additional Loan Advances in the Covered Bond Portfolio will be Fair Market Value and funded in accordance with the terms of the Intercompany Loan Agreement and the Guarantor Agreement. Each Additional Loan Advance (if any) , will be sold and transferred to the Guarantor at the time such Additional Loan Advance is originated and disbursed to the Borrower, and upon transfer to the Guarantor (together with its applicable Related Security) shall be deemed to form part of the applicable Loan and Related Security. To the extent that an Additional Loan Advance is sold to the Guarantor, the amount of the Intercompany Loan will increase by the amount of the funded Additional Loan Advance which satisfies the Deemed Advance Preconditions pursuant to the terms of the Intercompany Loan Agreement and Agreement, provided that, if for any remaining reason, the Intercompany Loan is not increased at any relevant time such amount which does not satisfy the Deemed Advance Preconditions shall be deemed to constitute a Capital Contribution by the Seller and the Seller’s interest, as a limited partner in the Guarantor, shall be increased by such amount pursuant to the terms of the Guarantor Agreement. For greater certainty, it is hereby confirmed that all present and future Additional Loan Advances sold to the Guarantor pursuant to the terms hereof will have the benefit of the applicable Related Security and upon sale by the Seller to the Guarantor of any such Additional Loan Advance (together with its applicable Related Security) the Seller shall have no interest therein.

Additional Loan Advances. The sale by the Seller of any Portfolio Assets to the Purchaser shall not include any obligation to pay any Additional Loan Advance (if any), or any other such obligation relating to payment of funds to a Borrower in respect of such Loans which obligation shall at all times, and notwithstanding the sale of such Portfolio Assets to the Purchaser, remain an obligation of the relevant Seller and the Seller shall have the right to fund, or cause the Originator to fund such Additional Loan Advances. The purchase price to be paid by the Guarantor for all All Additional Loan Advances in the Covered Bond Portfolio will be Fair Market Value and funded in accordance with the terms of the Intercompany Loan Agreement and the Guarantor Agreement. Each Additional Loan Advance (if any) , will be sold and transferred to the Guarantor at the time such Additional Loan Advance is originated and disbursed to the Borrower, and upon transfer to the Guarantor (together with its applicable Related Security) shall be deemed to form part of the applicable Loan and Related Security. To the extent that an Additional Loan Advance is sold to the Guarantor, the amount of the Intercompany Loan will increase by the amount of the funded Additional Loan Advance which satisfies the Deemed Advance Preconditions pursuant to the terms of the Intercompany Loan Agreement and any remaining amount which does not satisfy the Deemed Advance Preconditions shall be deemed to constitute a Capital Contribution by the Seller and the Seller’s interest, as a limited partner in the Guarantor, shall be increased by such amount pursuant to the terms of the Guarantor Agreement. For greater certainty, it is hereby confirmed that all present and future Additional Loan Advances sold to the Guarantor pursuant to the terms hereof will have the benefit of the applicable Related Security and upon sale by the Seller to the Guarantor of any such Additional Loan Advance (together with its applicable Related Security) the Seller shall have no interest therein.

Additional Loan Advances. (a) The sale by the Seller Originator of any Portfolio Assets to the Purchaser Acquirer shall not include any obligation to pay any Additional Loan Advance (if any), or any other such obligation relating to payment of funds to a Borrower in respect of such Loans which obligation shall at all times, and notwithstanding the sale of such Portfolio Assets to the PurchaserAcquirer, remain an obligation of the Seller relevant Originator and the Seller Originator shall have the right to fund, or cause the Originator to fund such Additional Loan Advances. The purchase price to be paid by the Guarantor Acquirer for all Additional Loan Advances in the Covered Bond B2B Portfolio will be Fair Market Value and funded in accordance with the terms of this Agreement by increasing the Intercompany Loan Agreement and amount outstanding under the Guarantor Agreement. Each Originator Promissory Note by an amount equal to such Fair Market Value and, upon the creation of such debt pursuant to the Originator Promissory Note such Additional Loan Advance (if any) will Advances shall be deemed to be sold and transferred to the Guarantor Acquirer at the time such Additional Loan Advance is originated and disbursed to the Borrower, and upon transfer to the Guarantor Acquirer (together with its applicable Related Security) shall be deemed to form part of the applicable Loan and Related Security. To the extent that an Additional Loan Advance is sold to the Guarantor, the amount of the Intercompany Loan will increase by the amount of the funded Additional Loan Advance which satisfies the Deemed Advance Preconditions pursuant to the terms of the Intercompany Loan Agreement and any remaining amount which does not satisfy the Deemed Advance Preconditions shall be deemed to constitute a Capital Contribution by the Seller and the Seller’s interest, as a limited partner in the Guarantor, shall be increased by such amount pursuant to the terms of the Guarantor Agreement. For greater certainty, it is hereby confirmed that all present and future Additional Loan Advances sold to the Guarantor Acquirer pursuant to the terms hereof will have the benefit of the applicable Related Security and upon sale by the Seller Originator to the Guarantor Acquirer of any such Additional Loan Advance (together with its applicable Related Security) the Seller Originator shall have no interest therein. (b) On each date that the Acquirer purchases Additional Loan Advances from the Originator pursuant to Section 2.5(a), the Acquirer shall increase the amount outstanding under the Originator Promissory Note, with respect to each such Additional Loan Advance which was originated by the Originator, by an amount equal to portion of the Current Balance of the related Loan attributable to such Additional Loan Advance on the date of such purchase, which shall evidence the debt of the Acquirer owing for each Additional Loan Advance so acquired. The creation of such debt shall be full consideration for the purchase price of the applicable purchased Additional Loan Advance. Upon such credit being made with respect to any such Additional Loan Advance, the Originator’s ownership of such Additional Loan Advance and all Related Security and related Collections shall be sold, assigned and transferred to the Acquirer effective as of the date of such purchase. (c) The amount outstanding under the Originator Promissory Note in relation to each purchased Additional Loan Advance shall bear interest at a rate set forth in the Originator Promissory Note and shall be, along with such interest, subject to payment, prepayment or acceleration as set forth in the Originator Promissory Note. (d) Upon the receipt by the Acquirer of any payment, prepayment or instalment under a purchased Additional Loan Advance from the related Borrower, the Acquirer may use such payment, prepayment or instalment to pay the Originator any amount outstanding under the Originator Promissory Note and the amount outstanding under the Originator Promissory Note shall be reduced by an amount corresponding to such payment, prepayment or instalment. (e) All payments, if any, required to be made by the Acquirer to the Originator, or by the Originator to the Acquirer, pursuant to or in furtherance of any Origination Purchase Document, shall be made without deduction, allowance or set-off regardless of any defence or counterclaim (whether based on any law, rule or policy now or hereafter issued or enacted by any Government Authority) unless required by applicable law.