Common use of Agreement to Purchase and Sell Loans Clause in Contracts

Agreement to Purchase and Sell Loans. (a) Seller and Buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such incremental Purchase and any and all monies of whatsoever nature payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor.

Agreement to Purchase and Sell Loans. (a) Seller and Buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of On each Incremental Purchase pursuant to Section 2.01A hereofDate, Seller does hereby irrevocably assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), the following (collectively the "Property"): all of Seller's right, title and interest (whether now existing or hereafter acquired) in, to and under (i) each Loan purchased on the such date of such incremental Purchase and any and all monies moneys of whatsoever nature payable pursuant to each such Loan on and after the applicable Cut-Off Datesuch date, including all payments on thereon and in respect of the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, in each case, whether or not paid or received (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property")Proceeds. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor.

Agreement to Purchase and Sell Loans. (a) Seller and Buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of On each Incremental Purchase pursuant to Section 2.01A hereofDate, Seller does hereby irrevocably assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's ’s covenants, representations, warranties and indemnities specifically provided herein), the following (collectively the “Property”): all of Seller's ’s right, title and interest (whether now existing or hereafter acquired) in, to and under (i) each Loan purchased on the such date of such incremental Purchase and any and all monies moneys of whatsoever nature payable pursuant to each such Loan on and after the applicable Cut-Off Datesuch date, including all payments on thereon and in respect of the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, in each case, whether or not paid or received (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property")Proceeds. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor.

Agreement to Purchase and Sell Loans. (a) Seller and Buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such incremental Incremental Purchase and any and all monies moneys of whatsoever nature payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor.

Agreement to Purchase and Sell Loans. (a) Seller and Buyer buyer acknowledge that prior to the Effectiveness Date, under the terms of the Original Holdback Agreement, Seller did assign, sell, set-over, transfer and otherwise convey, and Buyer did purchase Loans and that such Loans and related property identified on the Loan Schedule are owned by Buyer as of the Effectiveness Date. At the time of each Incremental Purchase pursuant to Section 2.01A hereof, Seller does hereby assign, sell, set-over, transfer and otherwise convey to the Buyer, without recourse (but subject to Seller's covenants, representations, warranties and indemnities specifically provided herein), all of Seller's right, title and interest in, to and under (i) each Loan purchased on the date of such incremental Incremental Purchase and any and all monies of whatsoever nature (payable upon the occurrence of any event) payable pursuant to each such Loan after the applicable Cut-Off Date, including payments on the related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other Collections, and any other amounts payable in connection with the termination of such Loan, (ii) all rights, powers, and remedies of Seller under or in connection with each such Loan, whether arising under the terms of such Loan, by statute, at law or in equity, or otherwise arising out of any default by the Obligor under such Loan, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests and lien rights of Seller in each item of Collateral pledged to secure any such Loan, all additions, alterations, accessions or modifications thereto or replacement of any part thereof, and all intangibles and other rights associated with the Collateral, (iv) all rights of Seller under each Related Document, in each case as the same may be modified, amended, supplemented or restated from time to time, (v) all documents of title, books and records concerning the foregoing property (including all computer programs, tapes, disks and related items containing any such information), and (vi) all proceeds, products, rents or profits of the foregoing of any nature whatsoever, including all Insurance Proceeds and Net Liquidation Proceeds (with each Renewal Loan, related Renewal Note and Related Documents conveyed by Seller and accepted by Buyer pursuant to Section 3.02 hereof, collectively, the "Property"). The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of Seller or any other Person in connection with any Loan, the related Note, Related Documents or Collateral or under any agreement or instrument relating thereto, including any obligation to any Obligor.