Common use of Purchase of Loans Clause in Contracts

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. (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 plus (y) all accrued and unpaid interest thereon to the Put Purchase Date PLUS 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 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. (ai) If such Put Notice requires Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, as of and at the Effective Time and subject to the terms and conditions set forth herein, all of Seller's right, title and interest in the following loans, including any collateral, deeds of trust and security agreements related thereto: a. Those loans that State Auto Mutual purchase each Lender's Loans, Notes are listed on Schedule B as of the date of this Agreement and Commitment, then, that do not become Schedule C Loans or Excluded Loans between the date of this Agreement and the Closing Date; b. Those loans that Seller makes on the Put Purchase Date specified in such Put Notice (which Put Purchase Date shall be at least three Business Days or after the date of delivery of such Put Noticethis Agreement and that Buyer agrees to list on Schedule B (collectively with the loans described in subsection (a), (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 the "Schedule B Loans"); c. The Schedule C Loans, Notes and Commitment, as specified defined in such Put Notice and subsection (ii) State Auto Mutual shall pay to below; and d. Those letters of credit of Seller listed on Schedule B hereto (the Agent for account "Letters 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 DateCredit"). 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. (bii) Such saleFor a period of five (5) days commencing on a date that is within one (1) week of the date of this Agreement, 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 Buyer shall have the obligationsopportunity to perform due diligence on the loans and the Letters of Credit listed on Schedule B as of the date of this Agreement, rights to identify those loans and benefits Letters of Credit that Buyer determines in good faith do not meet Buyer's credit or other standards ("Other Loans"), and to delete such Other Loans or Letters of Credit from Schedule B. Other Loans also include (a) loans 30 calendar days or more past due; (b) loans that Seller has classified as "substandard," "doubtful," or "loss," listed as "special mention," or otherwise not graded as "pass"; (c) nonaccruals (which term shall include loans in which the collateral securing the same has been repossessed or in which collection efforts have been instituted or claim and delivery or foreclosure proceedings have been filed); (d) loans upon which insurance has been force-placed; (e) loans in connection with which the borrower has filed, or has been forced to file, a "Lender" petition or relief under the United States Bankruptcy Code prior to the Effective Time; (f) loans which are overdrafts (other than overdraft lines of credit) and that have been on overdraft status for 30 days or more; and (g) all loans that Seller makes or renews on or after the date of this Agreement and that Buyer does not agree to list on Schedule B. Buyer and Seller agree to negotiate in good faith reasonable terms for Buyer to acquire the Other Loans at the Closing. If prior to Closing, Buyer and Seller agree upon reasonable terms for Buyer to acquire any of the Other Loans, Buyer shall list such Other Loans on Schedule C (the "Schedule C Loans") along with the negotiated price therefore, and Buyer and Seller shall duly execute Schedule C. Any Other Loans not listed in Schedule C shall constitute "Excluded Loans" and Buyer shall not have any responsibility whatsoever with respect thereto. (iii) Buyer shall become the beneficiary of credit life insurance written on direct consumer installment loans and coverage will continue to be the obligation of the current insurer after the Effective Time and for the duration of such insurance as provided under the terms of the policy or certificate. If Buyer becomes the beneficiary of credit life insurance written on direct consumer installment loans, Seller and Buyer shall cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such certificates of insurance after the Effective Time. The parties' obligations in this section are subject to restrictions contained in existing insurance contracts as well as applicable laws and regulations. (iv) As of the Effective Time, Seller shall transfer and assign all files, documents and records related to the Loans (and collateral related thereto) to Buyer. (v) Buyer shall after the Effective Time make trade receipt loans and/or acceptances under the Letters of Credit Agreement holding in accordance with the Commitment and Loans so sold, assigned and transferred and each Lender shall be released from terms of such Letters of Credit which are listed on Schedule B on the Commitment so sold, assigned and transferredEffective Time.

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 plus (y) all accrued and unpaid interest thereon to the Put Purchase Date PLUS 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 (gi), (hj) or (ik) of the definition of such term in SECTION 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 transferred; and each Lender shall be released from the Commitment so sold, assigned and transferred.

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 Administrative 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 5.05 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 Administrative Agent and notified in writing by the Administrative 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 Section 1.01 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.