Loan Documents and Loan Files Clause Samples
Loan Documents and Loan Files. Each Loan does not violate in any material respect applicable Laws and to the Company’s Knowledge is a legal, valid and binding obligation of the related Borrower, enforceable in accordance with its terms and not subject to set off, counterclaim or defense whatsoever, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles. The Loan Documents and the related materials in the Loan Files constitute all of the documentation relating to the Loans, which documentation does not violate in any material respect applicable Laws, is enforceable and adequate for the substantial realization on the related Loan. All Loans are in substantially one of the forms attached in Section 2.7(c) of the Disclosure Schedule, except where the failure of a Loan to be in one of such forms would, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. No Loan Documents were falsified by the Company, or, to the Company’s Knowledge, by any tax preparer, facilitator or any Borrower, and, in the case of the Company, and to the Company’s Knowledge, in the case of any tax preparer, facilitator or any Borrower, such Loan Documents, as of the date thereof, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. Each Loan constitutes an “instrument” within the meaning of the UCC.
Loan Documents and Loan Files. (1) Not later than five business days following the Closing Date, Buyer or its designee may pick up at Seller’s offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, the Loan Files and the Loan Documents (reasonably organized and cataloged), in the medium (including imaged documents) then maintained by Seller.
(2) Promptly upon execution of this Agreement, Buyer shall provide Seller in writing with the exact name to which the Assigned Loans are to be endorsed, or whether any Assigned Loans should be endorsed in blank. Seller shall complete such endorsements and deliver the Loan Documents, along with assignments of real property security instruments in recordable form and assignments of financing statements, in a form reasonably satisfactory to Buyer, at or prior to the Closing Date, including, but not limited to the following:
(A) For each of the Assigned Loans, a notice of transfer of Assigned Loan substantially in the form attached hereto as Exhibit D (and such other instrument or form reasonably satisfactory to Buyer’s counsel and as otherwise required by any Legal Requirement) to be sent by Buyer informing each borrower under each of the Assigned Loans of the transfer of the Assigned Loans and related servicing to Buyer;
(B) For each of the original Notes, an endorsement made pursuant to an Allonge in substantially the form attached hereto as Exhibit E (and such other instrument or form reasonably satisfactory to Buyer’s counsel and as otherwise required by any Legal Requirement);
(C) For each of the Assigned Loans, an Assignment of Liens and Documents and Amendment to Mortgage (the “Assignment”) for the Loan Documents and related rights and liens, substantially in the form of Exhibit F (and such other instrument or form satisfactory to Buyer’s counsel as otherwise required by any Legal Requirement) attached hereto with all blanks appropriately completed; and
(D) For each of the Assigned Loans, one or more UCC-3 Assignments of Financing Statements (the “UCC-3s”), to be filed by Buyer, at its expense, with the Secretary of State where each borrower is formed and/or in the county where each real property is located, as applicable, a form of which is attached hereto as Exhibit G, evidencing the assignment to Buyer of all Seller’s right, title and interest in and to any security interests in personal property and fixtures created by the Loan Documents and held by Seller that are in effect on the Closing Date.
Loan Documents and Loan Files. (1) Not later than 24 hours following the Closing Date, Seller shall deliver to Buyer or its designee the Loan Files and Loan Documents (reasonably organized and cataloged), in the medium (including imaged documents) then maintained by Seller. Seller shall have no responsibility or liability for the Loan Files and Loan Documents from and after the time such files are delivered by Seller to Buyer or to an independent third party designated by Buyer for shipment to Buyer, the cost of which shall be the sole responsibility of Seller.
(2) Promptly upon execution of this Agreement, Buyer shall provide Seller in writing with the exact name to which the Loans are to be endorsed, or whether any Loans should be endorsed in blank. Seller will use its reasonable best efforts to complete such endorsements and deliver the Loan Documents, along with appropriate assignments of real property security instruments in recordable form and assignments of financing statements, at the Closing.
Loan Documents and Loan Files. (1) Not later than 24 hours following the Closing Date, Seller shall deliver to Buyer or its designee at the Branches the Loan Files and Loan Documents (reasonably organized and cataloged), in the medium (including imaged documents) then maintained by Seller.
(2) Seller shall complete all endorsements of notes to the order of Buyer, and shall deliver the Loan Documents, along with assignments of real property security instruments in recordable form and assignments of financing statements, all in form satisfactory to Buyer, at the Closing.