Loan Assets Sample Clauses
The 'Loan Assets' clause defines what constitutes the assets related to a loan within an agreement. Typically, this includes the rights to receive payments, collateral securing the loan, and any related documentation or instruments. For example, in a loan sale or securitization, this clause clarifies exactly which assets are being transferred or pledged. Its core function is to ensure clarity and prevent disputes by precisely identifying the scope of assets involved in the transaction.
Loan Assets. With respect to any Loan Assets, consistent with the applicable Loan Agreement or Participation Agreement, the Portfolio Asset Servicer will monitor (i) efforts of each Counterparty Lender or Underlying Servicer with respect to any Eligible Portfolio Asset as to which no satisfactory arrangements can be made for collection of delinquent payments, and (ii) any analysis by such Counterparty Lender or Underlying Servicer proposing a course of action to maximize value with respect to any related Underlying Collateral, including whether to hold for value, sell or transfer any equity or other securities it has received in connection with a default, workout, restructuring or plan of reorganization with respect to the related Underlying Loan Obligations. After the occurrence and during the continuance of an Event of Default, the Portfolio Asset Servicer will comply with the applicable Loan Agreement Participation Agreement and Applicable Law in directing a Counterparty Lender or Underlying Servicer to realize upon Underlying Collateral, and employ practices and procedures, to direct the related Counterparty Lender or Underlying Servicer to enforce the obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale.
Loan Assets. Except as otherwise provided in this Section 4 and subject to the requirements of the Loan and Servicing Agreement, the Operating Agreement and Applicable Law, the Portfolio Manager may cause the Company (which term shall include, for all purposes relating to the purchase and sale of Loan Assets and the duties and obligations of the Portfolio Manager set forth in Section 1 hereof, the Company and its consolidated subsidiaries, if any) from time to time to purchase Loan Assets.
Loan Assets. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged and agreed that (i) interests in bank loans or participations (collectively “Loan Assets”) may be acquired by the Borrower from time to time that are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a photocopy or facsimile copy or a copy sent via email of an assignment agreement (“Loan Assignment Agreement”) in favor of the Borrower as assignee, (ii) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Borrower, and (iii) if and to the extent any Loan Assets are credited to any Account described herein, any duty on the part of the Securities Intermediary to maintain such financial asset shall include the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it. It is hereby further expressly acknowledged and agreed that, notwithstanding anything to the contrary appearing herein or elsewhere, the Securities Intermediary is under no duty or obligation to examine any underlying credit agreements or loan documents with respect to any Loan Asset to determine the validity or sufficiency of any Loan Assignment Agreement and the Securities Intermediary shall not otherwise be responsible for the Borrower’s title to any such Loan Assets that may be credited to any Account. For the avoidance of doubt, this Section 15 only applies to the Securities Intermediary and nothing in this Section 15 shall in any way modify, reduce or eliminate any of the duties of U.S. Bank National Association in any other capacity under the Transaction Documents.
Loan Assets. Subject to the terms and conditions set forth herein, on the Closing Date, Sellers shall sell, assign and transfer to Purchaser, and Purchaser shall purchase from Sellers, a portfolio of the unguaranteed portions of the existing 7(a) SBA Loans identified on Schedule 1.1(a) (the “Transferred Loans”) and certain Certificates of Interest with respect to the unguaranteed portion of certain loans guaranteed and serviced by the SBA and identified on Schedule 1.1(b) (the “Loan Certificates”), in each case, to the extent outstanding on the Closing Date. The Transferred Loans, the loan documents pertaining thereto as identified on Schedule 2.8 and the Loan Certificates are collectively referred to herein as the “Loan Assets.”
Loan Assets. No restriction in any Loan Document for any Loan Assets which constitutes Assigned Collateral could materially adversely affect the Borrower's performance of its obligations hereunder or under any other Program Document.
Loan Assets. With respect to each Transferred Loan Asset Transferred by the Transferor, as of the Transfer Date with respect to such Loan Asset:
(i) immediately prior to its Transfer to the Transferee, such Loan Asset and the Loan Asset Property with respect thereto was owned by the Transferor free and clear of any adverse claim (other than Permitted Liens and any Lien that will automatically be released upon its Transfer to the Transferee), and the Transferor has had at all relevant times the full right, power and authority to Transfer and pledge its interest therein as contemplated under this Agreement and, upon such Transfer, the Transferee will acquire a valid and perfected security interest in, and sole record and beneficial ownership interest in, such Loan Asset and the Loan Asset Property with respect thereto free and clear of any adverse claim and, following such Transfer, such Loan Asset and the Loan Asset Property with respect thereto will not be subject to any adverse claim as a result of any action or inaction on the part of the Transferor;
(ii) the Transfer of each such Loan Asset and the Loan Asset Property with respect thereto pursuant to this Agreement and the applicable Assignment Agreement constitutes a valid Transfer to the Transferee of all right, title and interest of the Transferor in and to such Loan Asset and the Loan Asset Property with respect thereto, which interest is perfected and of first priority under Applicable Law;
(iii) the Transferor has no knowledge of any fact (including any defaults by the Obligor thereunder on any other Loan Asset) that would cause it, or should have caused it, to expect that any payments on such Loan Asset will not be paid in full when due or that is reasonably likely to cause or result in any other Material Adverse Effect with respect to such Loan Asset; and
(iv) such Loan Asset is an Eligible Loan Asset (as defined under the Loan and Servicing Agreement).
Loan Assets. As of the Cut-Off Date:
(a) The information included on Schedule A with respect to: (i) the amounts reflected in the Seller's books as the outstanding principal balances of the Designated Loan Assets; (ii) the interest rates applicable to the Designated Loan Assets; (iii) the Seller's lien position as to the Designated Loan Assets in relation to any other mortgages; (iv) maturity dates as to the Loan Assets; and (v) the next payment due date as to the Designated Loan Assets, was true and correct in all material respects.
(b) Except as set forth in Section 4.5 of the Disclosure Schedule:
(i) The Seller was the sole owner of the Designated Loan Assets (including the rights under each promissory note or mortgage comprising the Designated Loan Assets) and had good and marketable title thereto, and had the full right to transfer and sell the Designated Loan Assets to the Purchaser, free and clear of any Lien;
(ii) The Seller had obtained an ALTA lender's title insurance policy, attorney title opinion or other customary documentation regarding title matters with respect to the real property subject to each mortgage comprising Designated Loan Assets and where such insurance has been obtained, such policy states that: (A) the Seller, and its successors and assigns (or successors to the ownership of the secured indebtedness, or words to similar effect), is the insured with respect to such mortgage up to an amount (or, in the case of multiple collateral, up to an amount, when aggregated with the insured amounts under the other lender's title policies in respect of such additional collateral) that is not less than the outstanding principal amount of the related Designated Loan Asset (or Designated Loan Assets) as of the Cut-Off Date and (B) the lien priority of such mortgage, relative to any other mortgage noted thereon, corresponds to the lien priority for such mortgage set forth in Schedule A;
(iii) No Designated Loan Asset comprised a participation in any loan as to which other Persons are also participants;
(iv) The obligations of the Obligor under the Contracts comprising each Designated Loan Asset were valid and enforceable by the Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by judicial discretion as to the availability of equitable remedies or by general equitable principles;
(v) The Seller was not in defaul...