Existing Mortgage Loans Sample Clauses

Existing Mortgage Loans. A lender (each a “Lender”) holds a loan (each an “Existing Mortgage Loan” and collectively the “Existing Mortgage Loans”) secured by a mortgage against each of the TIC Interests. It shall be a condition precedent to Seller’s obligations hereunder that the Existing Mortgage Loans shall be repaid in full at Closing, with Seller being responsible for payment to Lender at Closing of Seller’s Proportionate Share (as defined below) of the December 11 Outstanding Balance (as defined below) under each Existing Mortgage Loan and for no other amounts. Buyer shall be responsible for payment of all other amounts (the remaining principal balance of each Existing Mortgage Loan after payment of Seller’s Proportionate Share of the December 11 Outstanding Balance thereof, late fees, forbearance payments or fees, default interest, etc.) required to repay the Existing Mortgage Loans in full at Closing. As used herein, the term “December 11 Outstanding Balance” shall mean for each Existing Mortgage Loan (I) the principal sum and any interest thereon owing under such Existing Mortgage Loan on December 11, 2013 (same being the stated maturity date of each Existing Mortgage Loan), after subtracting therefrom (II) the aggregate amount of any reserve funds held by Lender under such Existing Mortgage Loan on December 10, 2013 and not previously applied by Lender to cure any default thereunder. Buyer covenants and agrees that Buyer, and not Seller, shall be solely responsible for any amounts due or owing to Lender under the Existing Mortgage Loans first incurred on and after December 11, 2013 (collectively, the “Post-Maturity Liabilities”), except to the extent that any delay in Closing hereunder is caused solely by the actions (or omissions) of Seller. Buyer shall fully reimburse, indemnify, defend, and hold harmless the Seller and its Affiliates from and against any and all Post-Maturity Liabilities and any other amounts owing to Lender relating to the Existing Mortgage Loans should Closing not occur hereunder as and when scheduled, except to the extent that any delay in Closing hereunder is caused solely by the actions (or omissions) of Seller. The indemnification provided in this Paragraph 2.2 shall survive the Closing and transfer of the TIC Interests or the termination of this Agreement by any party hereto.
AutoNDA by SimpleDocs
Existing Mortgage Loans. Attached hereto as Schedule 4.17, is a list of all of the material loan documents related to the Existing Mortgage Loans, including all amendments and modifications thereto (the “Existing Loan Documents”). Transferor has delivered to Transferee copies of the Existing Loan Documents which are true and complete in all material respects. To Transferor’s Actual Knowledge, the outstanding principal balance of each Existing Mortgage Loan as of June 30, 2007 is set forth on Schedule 1.2(a) attached hereto. None of the Property Owners or Transferor has received any written notice of default under any of the Existing Mortgage Loans which remains uncured.
Existing Mortgage Loans. Attached hereto as Schedule 4.17, is a list of all of the material loan documents related to the Existing Mortgage Loans, including all amendments and modifications thereto (the “Existing Loan Documents”). Transferor has delivered to Transferee copies of the Existing Loan Documents which are true and complete in all material respects. To Transferor’s Actual Knowledge, the outstanding principal balance of each Existing Mortgage Loan as of June 30, 2007 is set forth on Schedule 4.17 attached hereto. None of the Property Owners or Transferor has received any written notice of default under any of the Existing Mortgage Loans. The only guarantees or letters of credit contemplated by the Existing Loan Documents that are currently applicable to the Properties and which will be binding on Transferee, CBL OP and/or CBL REIT after Closing are the Assumed Guarantees. No Property Owner is currently required to make any cash escrow deposits under any of the Existing Loan Documents except for, (i) a cash escrow for real estate taxes under the Existing Loan Documents related to the West County Mortgage Loan, (ii) cash escrows for replacement and rollover reserves under the Existing Loan Documents related to the Cross-Collateralized Mortgage Loan, and (iii) a cash escrow for real estate taxes under the Existing Loan Documents related to the Cross-Collateralized Mortgage Loan. If Transferee, CBL OP and/or CBL REIT are required to assume the obligations of Transferor under that certain Guaranty of Required Repairs related to the Cross-Collateralized Mortgage Loan, Transferor hereby agrees to indemnify, defend and hold harmless Transferee, CBL OP and/or CBL REIT from and against all Losses (including, without limitation, reasonable attorneysfees and expenses) suffered by Transferee, CBL OP and/or CBL REIT arising from claims made by the applicable Existing Lender with respect to the repair obligations assumed by Transferee, CBL OP and/or CBL REIT pursuant to such Guaranty of Required Repairs.

Related to Existing Mortgage Loans

  • The Mortgage Loans Concurrently with the execution and delivery of this Agreement, the Seller hereby transfers to the Purchaser, without recourse, all of its right, title and interest existing now or in the future in,

  • Mortgage Loans As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Seller, the Depositor and the Issuer (and the Depositor so represents and recognizes) that it is not intended that any Mortgage Loan to be included in the Trust Estate be (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective January 1, 2005.

  • Mortgage Loan The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Mortgage Loan Schedules The Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

  • Mortgage Loan Schedule The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

  • Relief Act Mortgage Loans As to any Relief Act Mortgage Loan, the excess of (i) 30 days' interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on the Scheduled Principal Balance thereof (or, in the case of a principal prepayment in part, on the amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on such Scheduled Principal Balance (or, in the case of a Principal Prepayment in part, on the amount so prepaid) at the Net Rate required to be paid by the Mortgagor as limited by application of the Relief Act.

  • Servicing of the Mortgage Loans Section 3.01.

  • Calculations Respecting Mortgage Loans Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer.

Time is Money Join Law Insider Premium to draft better contracts faster.