Purchase of Loans. (a) If such Put Notice requires that State Auto Mutual purchase each Lender's Loans, Notes and Commitment, then, on the Put Purchase Date specified in such Put Notice (which Put Purchase Date shall be at least three Business Days after the date of delivery of such Put Notice), (i) State Auto Mutual shall purchase from each Lender, and each Lender shall sell, assign and transfer to State Auto Mutual, all of such Lender's Loans, Notes and Commitment, as specified in such Put Notice and (ii) State Auto Mutual shall pay to the Agent for account of each Lender an aggregate amount equal to the sum of (x) the aggregate outstanding principal amount of Loans of such Lender PLUS (y) all accrued and unpaid interest thereon to the Put Purchase Date PLUS (z) all other amounts then payable to such Lender under the Basic Documents in respect thereof (including all amounts that would be payable under Section 3.4 of the Credit Agreement as if such portion of such Lender's Loans were being prepaid on the Put Purchase Date) (such amounts to be determined by the Agent and notified in writing by the Agent to State Auto Mutual prior to such Put Purchase Date). Upon the occurrence of any Put Event referred to in clause (g), (h) or (i) of the definition of such term in SECTION 1.1 hereof, State Auto Mutual shall automatically and without any action (including, without limitation the giving of notice) on the part of any other Person be required to purchase the entire principal amount of the Loans then outstanding.
(b) Such sale, assignment and transfer shall be without recourse to each Lender and without representation and warranty by such Lender, except that such Lender will represent and warrant to State Auto Mutual that, on the Put Purchase Date, such Lender is the legal and beneficial owner of such portion of such Lender's Loans, Notes and Commitment so sold, assigned and transferred, free and clear of any adverse claim. Upon such sale, assignment and transfer and to the extent thereof, State Auto Mutual shall have the obligations, rights and benefits of a "Lender" under the Credit Agreement holding the Commitment and Loans so sold, assigned and transferred and each Lender shall be released from the Commitment so sold, assigned and transferred.
Purchase of Loans. If there shall be any outstanding loans due from the Company to the selling Member or any Affiliate thereof (which is not also an Affiliate of the purchasing Member), such loans, including accrued and unpaid interest, shall be purchased at par or otherwise repaid in full by the purchasing Member on the Buy-Out Closing Date. The selling Member shall deliver and endorse without recourse to the purchasing Member each note or other instrument evidencing such loans and all documents securing such loans.
Purchase of Loans. On any date during the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds, accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Loans and other amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may be purchased unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:
(i) such obligation is an Eligible Loan;
(ii) each Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such purchase); and
(iii) each Portfolio Quality Test is satisfied (or if any such Portfolio Quality Test was not satisfied prior to such purchase, such test is maintained or improved after giving effect to such purchase).
Purchase of Loans. On each Closing Date, Bank hereby agrees to sell, assign, set-over, transfer, and otherwise convey to Purchaser, or a third party designated by Purchaser subject to execution by such designated third party and Bank of a loan purchase and sale agreement, without recourse but subject to the representations, warranties, terms and provisions of this Agreement and with all servicing released, and Purchaser agrees to purchase, or cause a designated third Party acceptable to Bank to purchase, as the case may be, on each Closing Date, all of Bank’s right, title and interest in and to the Purchaser Loans funded by Bank on the applicable Funding Date. At least three (3) Business Days prior to each Closing Date, Purchaser shall provide Bank with a statement (each such statement, a “Funding Statement”), which shall contain, as applicable, (i) the names of the Borrowers for each of the Purchaser Loans Purchaser or Purchaser’s designated third party intends to purchase; (ii) the Purchase Price for each Purchaser Loan, and (iii) such other information as shall be reasonably requested by Bank. Bank shall review and confirm to Purchaser the sale terms set forth in each Funding Statement no later than one (1) Business Day following Bank’s receipt of a Funding Statement from Purchaser. On each Closing Date, Bank shall provide an acknowledgement of the sale of the Purchaser Loans in accordance with the terms of this Agreement. Purchaser shall promptly notify Bank of any event that would materially and adversely affect the Purchaser’s ability to purchase the Purchaser Loans.
Purchase of Loans. On any date during the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager on behalf of the Borrower may, if each of the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds, accrued interest received with respect to any Collateral Loan to the extent used to pay for accrued interest on additional Loans and other amounts on deposit in the Principal Collection Subaccount in additional Loans, provided, that no Loan may be purchased unless each of the following conditions are satisfied as of the date the Collateral Manager commits on behalf of the Borrower to make such purchase, in each case after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:
Purchase of Loans. The Seller agrees, subject to the terms and conditions of the Agreement, to transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and receive all rights, title and interest from the Seller as of the opening of business on the Closing Date, by documentation reasonably satisfactory as to form and substance to Purchaser, those certain commercial real estate loans or credit commitments (including letters of credit) (or participations therein) of Seller identified on Schedule 1.2 (the "Loans") as of the opening of business on the Closing Date together with all security thereon, then booked at or in respect of the Branches, together with accrued interest receivable thereon and including the files for each Loan (the “Loan Files”) containing evidence of the notes, leases and/or other evidences of any indebtedness, including without limitation the applicable loan agreements, loan participation agreements and certificates, control agreements, security agreements, mortgages, guarantees, UCC financing statements and similar documents evidencing collateral or other financial accommodations relating to the Loans (the “Loan Documents”); provided, however that the Loans shall not include:
(a) any Loan which is on a nonaccrual basis as of the Closing Date (which term shall include loans which the collateral securing same has been repossessed or in which collection efforts have been instituted);
(b) any Loan which, prior to Closing, is classified with a risk rating of eight (8) or nine (9); and
(c) any Loan as to which the borrower has filed a petition for relief under the United States Bankruptcy Code prior to the Closing Date. The Purchaser shall have twenty calendar days from the Closing Date to notify the Seller in writing to repurchase any Loan which should have been excluded pursuant to this Section 1.2, but were not excluded. Upon receiving such notice, the Seller agrees to repurchase any such Loan in an amount equal to the outstanding principal and interest balance thereof reflected on the closing statement. In such event Seller agrees to work in good faith with Purchaser to discuss substitution of another loan for the loan to be repurchased. The Loans shall also include all of Seller's rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on collateral transferred to the Purchaser with the Loans; and the right to possession, with physical possession to be obtained in accordance wit...
Purchase of Loans. On any date during the Reinvestment Period, if no Event of Default has occurred and is continuing, the Collateral Manager at the direction of the Borrower may, if each of the conditions specified in this Section 10.02 and Section 10.04 are met, invest Principal Proceeds in additional Loans, provided, that no Loan may be purchased or originated with Principal Proceeds unless each of the following conditions are satisfied as of the date the Borrower makes such purchase, in each case after giving effect to such purchase or acquisition:
(i) such obligation is an Eligible Loan;
(ii) each Coverage Test is satisfied; and
(iii) each Collateral Quality Test is satisfied (or if any such Collateral Quality Test was not satisfied prior to such purchase or acquisition, such test is maintained or improved after giving effect to such purchase).
Purchase of Loans. At Closing (as defined below) and subject to the terms, conditions and provisions herein, (i) Xxxxx Fargo Guam agrees to sell, convey, transfer and assign to the Buyer all of its right, title and interest in and to the loans, promissory notes, and retail installment contracts and revolving charge agreements identified in Schedule A attached hereto and incorporated herein by reference (the “Xxxxx Fargo Guam Loans”), and all documents which evidence, secure or regulate the Xxxxx Fargo Guam Loans, including promissory notes, mortgages, deeds of trust, credit agreements, guaranties, security agreements, UCC-1 Financing Statements, pledges or other collateral documents, policies of title insurance, or other insurance, appraisals, appraisal reviews, loan applications, and loan disclosure statements (the “Guam Loan Documents”), and the Buyer agrees to acquire all of Xxxxx Fargo Guam’s right, title and interest in and to the Xxxxx Fargo Guam Loans and the Guam Loan Documents subject to and in accordance with the terms of this Agreement; and (ii) Xxxxx Fargo Saipan agrees to sell, convey, transfer and assign to the Buyer all of its right, title and interest in and to the loans, promissory notes, and retail installment contracts and revolving charge agreements identified in Schedule B attached hereto and incorporated herein by reference (the “Xxxxx Fargo Saipan Loans”), and all documents which evidence, secure or regulate the Xxxxx Fargo Saipan Loans, including promissory notes, mortgages, deeds of trust, credit agreements, guaranties, security agreements, UCC-1 Financing Statements, pledges or other collateral documents, policies of title insurance, or other insurance, appraisals, appraisal reviews, loan applications, and loan disclosure statements (the “Saipan Loan Documents”), and the Buyer agrees to acquire all of Xxxxx Fargo Saipan’s right, title and interest in and to the Xxxxx Fargo Saipan Loans and the Saipan Loan Documents subject to and in accordance with the terms of this Agreement. The Xxxxx Fargo Guam Loans and the Xxxxx Fargo Saipan Loans are referred to collectively herein as the “Loans”, and the Guam Loan Documents and the Saipan Loan Documents are referred to collectively herein as the “Loan Documents”. For the purposes of this Agreement, Loans shall not include (i) any real estate loans owned by either Seller that are subject to any pending foreclosure or similar court or judicial proceeding to collect amounts owed under any mortgage loan, deed of ...
Purchase of Loans. (a) In addition to the purchase of assets and assumption of liabilities described above, the Purchaser shall purchase on the Effective Date certain deposit related loans of the Branches (the "Loans") at the par value of such loans on the Closing Date. These Loans shall consist of: (i) loans secured by deposit instruments, including but not limited to, savings accounts and certificates, on the books of the Branches and (ii) unsecured loans created by writing a check or similar instrument and creating an overdraft and loan on an account with an established line of credit. The Purchaser will receive all pertinent details on these loans as part of the closing transaction at least thirty days prior to the Effective Date. Purchase of these Loans shall be subject to each loan being acceptable to the Purchaser in accordance with the Purchaser's underwriting standards. (A list of such Loans as of December 31, 1997, is attached hereto as Schedule 1.04(a)). Loans related to the Deposit Liabilities include loans secured by deposits, overdraft loans related to checking accounts, and similar loans. Except as mutually agreed upon, Loans to be purchased will not include loans for which no active deposit relationship exists as a Deposit Liability which shall transfer. Purchaser reserves the right within its sole discretion to reject any such Loans, provided notice of such rejection is given not less than fourteen (14) days prior to the Closing Date; in which case the related Deposit Liabilities, if any, shall not transfer.
