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Loan Assets Sample Clauses

Loan AssetsExcept 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.
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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 AssetsWith 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 AssetsWith 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 AssetsNo 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. 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. 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...
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Related to Loan Assets

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

  • 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.

  • Loan Portfolio (a) As of the date hereof, except as set forth in Section 3.25(a) of the Sterling Disclosure Schedule, neither Sterling nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Sterling or any Subsidiary of Sterling is a creditor which as of December 31, 2020, had an outstanding balance of $10,000,000 or more and under the terms of which the obligor was, as of December 31, 2020, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.25(a) of the Sterling Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Sterling and its Subsidiaries that, as of December 31, 2020, had an outstanding balance of $10,000,000 or more and were classified by Sterling as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of Sterling or any of its Subsidiaries that, as of December 31, 2020, is classified as “Other Real Estate Owned” and the book value thereof. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each Loan of Sterling and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Sterling and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Sterling, each outstanding Loan of Sterling or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Sterling and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

  • Cross-Collateralized Mortgage Loans Notwithstanding anything herein to the contrary, it is hereby acknowledged that certain groups of Mortgage Loans are, in the case of each such particular group of Mortgage Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted and cross-collateralized, if identified as such on the Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that relates or corresponds to any of the Mortgage Loans referred to in this Section 17 shall be the property identified in the Mortgage Loan Schedule as corresponding thereto. The provisions of this Agreement, including, without limitation, each of the representations and warranties set forth in Exhibit C hereto and each of the capitalized terms used herein but defined in the Pooling and Servicing Agreement, shall be interpreted in a manner consistent with this Section 17. In addition, if there exists with respect to any Cross-Collateralized Group only one original of any document referred to in the definition of "Mortgage File" in the Pooling and Servicing Agreement and covering all the Mortgage Loans in such Cross-Collateralized Group, the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.

  • Real Estate Collateral The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

  • Related Loans (a) Assuming Bank shall use its best efforts to determine which loans are “Related Loans”, as hereinafter defined. The Assuming Bank shall not manage, administer or collect any “Related Loan” in any manner that would have the effect of increasing the amount of any collections with respect to the Related Loan to the detriment of the Single Family Shared- Loss Loan to which such loan is related. A “Related Loan” means any loan or extension of credit held by the Assuming Bank at any time on or prior to the end of the Final Shared-Loss Month that is made to an Obligor of a Single Family Shared-Loss Loan.

  • Loan 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, the amount of one hundred million Dollars ($100,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.07 of this Agreement (“Loan”), to assist in financing the project described in Schedule 1 to this Agreement (“Project”). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement.

  • Whole Loan Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.

  • Servicing of the Mortgage Loans The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

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