Common use of Purchased Loans Clause in Contracts

Purchased Loans. (a) Each Purchased Loan (i) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine and what they purport to be, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 2.1(a)(6); (ii) constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable, to the Knowledge of Assignor, by the holder thereof in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights generally, (iii) is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the borrower, and (iv) complies in all material respects with Applicable Law, including all applicable lending laws and regulations. (b) Each Purchased Loan (i) was originated by an HSBC Seller or a Subsidiary of an HSBC Seller (or, in the case of a Purchased Loan that was purchased by any HSBC Seller or a Subsidiary of an HSBC Seller, by the Person making such Purchased Loan): (x) in the ordinary course of business at the time such Purchased Loan was made; and (y) in accordance with Applicable Law, in all material respects; and (ii) to the extent it is identified as secured in Schedule 2.1(a)(6), is secured by a valid, perfected and enforceable Lien on the secured property described in the applicable security agreement. (c) Each Purchased Loan has been originated, created, maintained, serviced and administered in all material respects in accordance with (i) Applicable Law; (ii) the applicable HSBC Seller’s or its applicable Subsidiaries’ written loan servicing and operating procedures as in effect from time to time; and (iii) the respective Credit Documents governing each Purchased Loan. (d) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any encumbrance, equity, participation interest, Lien, pledge, charge, claim or security interest. (e) To the Knowledge of Assignor, neither the borrower nor any guarantor of any of the Purchased Loans is in bankruptcy and, there are no facts, circumstances or conditions with respect to any such Purchased Loans, the collateral therefor or the borrower’s credit standing, that could reasonably be expected to cause any such Purchased Loans to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loans. (f) To the Knowledge of Assignor, none of the rights or remedies under the Credit Documents relating to the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by any HSBC Seller or any Subsidiary of an HSBC Seller, except as evidenced by a written instrument which is a part of the file with respect to the Purchased Loan and appropriately recorded as necessary to establish all rights of mortgagee into assignee. (g) The HSBC Sellers may transfer or assign the Purchased Loans to Purchaser without the approval or consent of any obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest in the Purchased Loan. (h) Subject to obtaining any required consent from any third party, including the SBA, with respect to each SBA Loan that is subject to a guaranty, such guaranty is in full force and effect and is freely transferrable as an incident to the sale of each SBA Loan. (i) None of the Purchased Loans are serviced by third parties, and there are no obligations, agreements or understandings that could result in any Purchased Loan becoming subject to any such third party servicing. (j) Except as set forth in this Section 5.12, Assignor does not make any representation or warranty to Purchaser relating to the Purchased Loans.

Purchased Loans. (a) Each Purchased Loan Loan: (i) Represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such Person referred to as an “Obligor”) thereunder, and is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine and what they purport to be, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 2.1(a)(6); (ii) constitutes a legal, valid and binding obligation instruments executed by the Obligor. Seller has no knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the respective borrower(sObligor on the Purchased Loan involved; (ii) or obligor(s), enforceable, to the Knowledge of Assignor, by the holder thereof Is enforceable in accordance with its terms subjectterms, as subject to enforcement, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation moratorium and other similar laws and equitable principles of general applicability relating to or affecting the enforcement of creditors’ rights generallyand to general equity principles; (A) Was originated or purchased by Seller in conformity in all material respects with applicable laws and regulations and its unpaid principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (iiiB) is free from all material claimshas an assignable Encumbrance, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses to the extent secured by a valid and enforceable lien in the borrowercollateral therefor, and has the priority reflected in Seller’s records, (ivC) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefor and (D) complies in all material respects with Applicable Law, including all applicable lending laws requirements of federal, state, and regulations.local laws, and regulations thereunder; and (biv) Each Purchased Loan (i) was originated by an HSBC The servicing practices of Seller or a Subsidiary of an HSBC Seller (or, in the case of a Purchased Loan that was purchased by any HSBC Seller or a Subsidiary of an HSBC Seller, by the Person making such Purchased Loan): (x) in the ordinary course of business at the time such Purchased Loan was made; and (y) in accordance with Applicable Law, in all material respects; and (ii) to the extent it is identified as secured in Schedule 2.1(a)(6), is secured by a valid, perfected and enforceable Lien on the secured property described in the applicable security agreement. (c) Each Purchased Loan has been originated, created, maintained, serviced and administered in all material respects in accordance with (i) Applicable Law; (ii) the applicable HSBC Seller’s or its applicable Subsidiaries’ written loan servicing and operating procedures as in effect from time to time; and (iii) the respective Credit Documents governing each Purchased Loan. (d) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any encumbrance, equity, participation interest, Lien, pledge, charge, claim or security interest. (e) To the Knowledge of Assignor, neither the borrower nor any guarantor of any of the Purchased Loans is in bankruptcy and, there are no facts, circumstances or conditions with respect to any such Purchased Loans, the collateral therefor or the borrower’s credit standing, that could reasonably be expected to cause any such Purchased Loans to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loans. (f) To the Knowledge of Assignor, none of the rights or remedies under the Credit Documents relating to the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by any HSBC Seller or any Subsidiary of an HSBC Seller, except as evidenced by a written instrument which is a part of the file used with respect to the Purchased Loan have been consistent with Seller’s practices in all material respects and appropriately recorded as necessary to establish have been in compliance in all rights material respects with all applicable requirements of mortgagee into assigneefederal, state and local laws and regulations thereunder. (g) The HSBC Sellers may transfer or assign the Purchased Loans to Purchaser without the approval or consent of any obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest in the Purchased Loan. (h) Subject to obtaining any required consent from any third party, including the SBA, with respect to each SBA Loan that is subject to a guaranty, such guaranty is in full force and effect and is freely transferrable as an incident to the sale of each SBA Loan. (i) None of the Purchased Loans are serviced by third parties, and there are no obligations, agreements or understandings that could result in any Purchased Loan becoming subject to any such third party servicing. (jb) Except as set forth in this Section 5.125.8(a) above, Assignor does not make any Seller makes no representation or warranty of any kind to Purchaser relating to the Purchased Loans, including, with respect to (i) the due execution, legality, validity, enforceability, genuineness, sufficiency, value or collectability of the Purchased Loans or any documents, instruments or agreements in the Loan or credit file, including, without limitation, documents granting a security interest in any collateral relating to a Purchased Loan, (ii) any representation, warranty or statement made by an obligor or other party in or in connection with any Purchased Loan, (iii) the financial condition or creditworthiness of any primary or secondary obligor under any Purchased Loan or any guarantor or surety or other obligor thereof, (iv) the performance of the obligor or compliance with any of the terms or provisions of any of the documents, instruments and agreements relating to any Purchased Loan, (v) inspecting any of the property, books or records of any obligor or (vi) any of the warranties set forth in Section 3-417 of the Uniform Commercial Code.

Purchased Loans. All of the servicing rights with respect to the Purchased Loans are held by Bank. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the PR Branch, the Purchased Assets and the Assumed Liabilities taken as a whole: (a1) Each Purchased Loan (i) is evidenced by notes, agreements, a promissory note or other evidences evidence of indebtedness that are trueindebtedness, genuine which, together with all security agreements and what they purport to beguarantees, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 2.1(a)(6); (ii) constitutes a legal, valid and legally binding obligation of the respective borrower(s) or obligor(s), enforceableSeller and, to the Knowledge of AssignorSeller, by of the holder thereof counterparty or counterparties thereto, and is enforceable in accordance with its terms subject, (except as to enforcement, to enforcement may be limited by applicable bankruptcy, insolvency, reorganization, liquidation moratorium, fraudulent transfer and other similar laws and equitable principles of general applicability relating to or affecting the enforcement of creditors’ rights generally, (iii) is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the borrower, and (iv) complies in all material respects with Applicable Law, including all applicable lending laws and regulationsgeneral equity principles). (b2) Each Purchased Loan (ix) was originated originally underwritten by an HSBC Seller or a Subsidiary any of an HSBC its Affiliates or (y) held by Seller or any of its Affiliates (orincluding, in the case of a Purchased Loan that was purchased by any HSBC Seller or a Subsidiary of an HSBC Seller, by the Person making such Purchased Loan): clauses (x) and (y), Purchased Loans held for resale or previously sold to investors) has been solicited and originated, and, in the ordinary course case of business clause (y), the Knowledge of Seller, has been and is administered and, where applicable, serviced, and the relevant files are being maintained in accordance with (i) the relevant Loan Documents, (ii) in the case of any Purchased Loans originated or underwritten by Seller, Seller’s underwriting standards and with applicable Law in effect at the time such Purchased Loan was made; originated and (yiii) in the case of any Purchased Loan held for resale to investors, the underwriting standards, if any, of the applicable investors. The Loan Documents as they relate to the Purchased Loans are enforceable in accordance with Applicable Law, in all material respects; and their terms. (ii3) With respect to the extent it is identified as secured in Schedule 2.1(a)(6), each Purchased Loan that is secured by collateral, Seller has a valid, perfected and enforceable Lien on the secured property described security interest or lien in the applicable security agreementsuch collateral. (c) Each Purchased Loan has been originated, created, maintained, serviced and administered in all material respects in accordance with (i) Applicable Law; (ii) the applicable HSBC Seller’s or its applicable Subsidiaries’ written loan servicing and operating procedures as in effect from time to time; and (iii) the respective Credit Documents governing each Purchased Loan. (d) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any encumbrance, equity, participation interest, Lien, pledge, charge, claim or security interest. (e) To the Knowledge of Assignor, neither the borrower nor any guarantor of any of the Purchased Loans is in bankruptcy and, there are no facts, circumstances or conditions with respect to any such Purchased Loans, the collateral therefor or the borrower’s credit standing, that could reasonably be expected to cause any such Purchased Loans to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loans. (f) To the Knowledge of Assignor, none of the rights or remedies under the Credit Documents relating to the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by any HSBC Seller or any Subsidiary of an HSBC Seller, except as evidenced by a written instrument which is a part of the file with respect to the Purchased Loan and appropriately recorded as necessary to establish all rights of mortgagee into assignee. (g) The HSBC Sellers may transfer or assign the Purchased Loans to Purchaser without the approval or consent of any obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest in the Purchased Loan. (h) Subject to obtaining any required consent from any third party, including the SBA, with respect to each SBA Loan that is subject to a guaranty, such guaranty is in full force and effect and is freely transferrable as an incident to the sale of each SBA Loan. (i) None of the Purchased Loans are serviced by third parties, and there are no obligations, agreements or understandings that could result in any Purchased Loan becoming subject to any such third party servicing. (j4) Except as for the representations and warranties set forth in this Section 5.125.1(j) and those set forth in Section 5.1(l), Assignor Seller does not make any representation or warranty of any kind to Purchaser relating to and Seller shall not be responsible for: (i) the sufficiency, value or collectability of the Purchased LoansLoans or any document, instrument or agreement in the loan file, including, without limitation, documents granting Seller or any of its Affiliates a security interest in any collateral relating to a Purchased Loan, (ii) any representation, warranty or statement made by an obligor or other party in connection with any Purchased Loan or in any of the documents, instruments and agreements relating to any Purchased Loan, (iii) the financial condition or creditworthiness of any primary or secondary obligor under any Purchased Loan or any guarantor or surety or other obligor thereof, (iv) the performance by the obligor or compliance with any of the terms or provisions of any of the documents, instruments and agreements relating to any Purchased Loan, or (v) inspecting any of the property, books or records of any obligor.

Purchased Loans. (a) Each Purchased Loan (i) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine and what they purport to be, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 2.1(a)(6); (ii) to the Knowledge of Seller, constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable, to the Knowledge of Assignor, enforceable by the holder thereof in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights generally, (iii) to the Knowledge of Seller, is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the borrower, and (iv) complies in all material respects with Applicable Law, including all applicable lending laws and regulations. (b) Each Purchased Loan (i) was originated by an HSBC Seller or a Subsidiary of an HSBC Seller (orsolicited and originated, in and is and has been administered and, where applicable, serviced, and the case of a relevant Purchased Loan that was purchased by any HSBC Seller or a Subsidiary of an HSBC Seller, by the Person making such Purchased Loan): (x) in the ordinary course of business at the time such Purchased Loan was made; and (y) in accordance with Applicable Law, in all material respects; and (ii) to the extent it is identified as secured in Schedule 2.1(a)(6), is secured by a valid, perfected and enforceable Lien on the secured property described in the applicable security agreement. (c) Each Purchased Loan has been originated, created, files are being maintained, serviced and administered in all material respects in accordance with (i) the Credit Documents, Seller’s written underwriting standards and in accordance with Applicable Law; (ii) , except for such exceptions as would not reasonably expected to, individually or in the applicable HSBC Seller’s or its applicable Subsidiaries’ written loan servicing and operating procedures as in effect from time to time; and (iii) the respective Credit Documents governing each Purchased Loanaggregate, have a Material Adverse Effect. (dc) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any encumbrance, equity, participation interest, Lien, pledge, charge, claim or security interest, except for Permitted Liens. (e) To the Knowledge of Assignor, neither the borrower nor any guarantor of any of the Purchased Loans is in bankruptcy and, there are no facts, circumstances or conditions with respect to any such Purchased Loans, the collateral therefor or the borrower’s credit standing, that could reasonably be expected to cause any such Purchased Loans to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loans. (f) To the Knowledge of Assignor, none of the rights or remedies under the Credit Documents relating to the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by any HSBC Seller or any Subsidiary of an HSBC Seller, except as evidenced by a written instrument which is a part of the file with respect to the Purchased Loan and appropriately recorded as necessary to establish all rights of mortgagee into assignee. (g) The HSBC Sellers may transfer or assign the Purchased Loans to Purchaser without the approval or consent of any obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest in the Purchased Loan. (h) Subject to obtaining any required consent from any third party, including the SBA, with respect to each SBA Loan that is subject to a guaranty, such guaranty is in full force and effect and is freely transferrable as an incident to the sale of each SBA Loan. (i) None of the Purchased Loans are serviced by third parties, and there are no obligations, agreements or understandings that could result in any Purchased Loan becoming subject to any such third party servicing. (jd) Except as set forth in this Section 5.12, Assignor Seller does not make any representation or warranty to Purchaser relating to the Purchased Loans.

Purchased Loans. All of the servicing rights with respect to the Purchased Loans are held by Bank. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Business, the Branches, the Purchased Assets and the Assumed Liabilities taken as a whole: (a1) Each Purchased Loan (i) is evidenced by notes, agreements, a promissory note or other evidences evidence of indebtedness that are trueindebtedness, genuine which, together with all security agreements and what they purport to beguarantees, materially complete and correct sets of originals of which (or, to the extent an original is not necessary for the enforcement thereof, true, correct and complete copies thereof) are included in the Credit Documents which will be delivered, or made available, to Purchaser pursuant to Section 2.1(a)(6); (ii) constitutes a legal, valid and legally binding obligation of the respective borrower(s) or obligor(s), enforceableSeller and, to the Knowledge of AssignorSeller, by of the holder thereof counterparty or counterparties thereto, and is enforceable in accordance with its terms subject, (except as to enforcement, to enforcement may be limited by applicable bankruptcy, insolvency, reorganization, liquidation moratorium, fraudulent transfer and other similar laws and equitable principles of general applicability relating to or affecting the enforcement of creditors’ rights generally, (iii) is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses by the borrower, and (iv) complies in all material respects with Applicable Law, including all applicable lending laws and regulationsgeneral equity principles). (b2) Each Purchased Loan (ix) was originated originally underwritten by an HSBC Seller or a Subsidiary any of an HSBC its Affiliates or (y) held by Seller or any of its Affiliates (orincluding, in the case of a Purchased Loan that was purchased by any HSBC Seller or a Subsidiary of an HSBC Seller, by the Person making such Purchased Loan): clauses (x) and (y), Purchased Loans held for resale or previously sold to investors) has been solicited and originated, and, in the ordinary course case of business clause (y), to the Knowledge of Seller, has been and is administered and, where applicable, serviced, and the relevant files are being maintained in accordance with (i) the relevant Loan Documents, (ii) in the case of any Purchased Loans originated or underwritten by Seller, Seller’s underwriting standards and with applicable Law in effect at the time such Purchased Loan was made; originated and (yiii) in the case of any Purchased Loan held for resale to investors, the underwriting standards, if any, of the applicable investors. The Loan Documents as they relate to the Purchased Loans are enforceable in accordance with Applicable Law, in all material respects; and their terms. (ii3) With respect to the extent it is identified as secured in Schedule 2.1(a)(6), each Purchased Loan that is secured by collateral, Seller has a valid, perfected and enforceable Lien on the secured property described security interest or lien in the applicable security agreementsuch collateral. (c) Each Purchased Loan has been originated, created, maintained, serviced and administered in all material respects in accordance with (i) Applicable Law; (ii) the applicable HSBC Seller’s or its applicable Subsidiaries’ written loan servicing and operating procedures as in effect from time to time; and (iii) the respective Credit Documents governing each Purchased Loan. (d) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any encumbrance, equity, participation interest, Lien, pledge, charge, claim or security interest. (e) To the Knowledge of Assignor, neither the borrower nor any guarantor of any of the Purchased Loans is in bankruptcy and, there are no facts, circumstances or conditions with respect to any such Purchased Loans, the collateral therefor or the borrower’s credit standing, that could reasonably be expected to cause any such Purchased Loans to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loans. (f) To the Knowledge of Assignor, none of the rights or remedies under the Credit Documents relating to the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by any HSBC Seller or any Subsidiary of an HSBC Seller, except as evidenced by a written instrument which is a part of the file with respect to the Purchased Loan and appropriately recorded as necessary to establish all rights of mortgagee into assignee. (g) The HSBC Sellers may transfer or assign the Purchased Loans to Purchaser without the approval or consent of any obligor thereunder and without creating any breach of any agreement pursuant to which another party has purchased a participating interest in the Purchased Loan. (h) Subject to obtaining any required consent from any third party, including the SBA, with respect to each SBA Loan that is subject to a guaranty, such guaranty is in full force and effect and is freely transferrable as an incident to the sale of each SBA Loan. (i) None of the Purchased Loans are serviced by third parties, and there are no obligations, agreements or understandings that could result in any Purchased Loan becoming subject to any such third party servicing. (j4) Except as for the representations and warranties set forth in this Section 5.125.1(n) and those set forth in Section 5.1(q), Assignor Seller does not make any representation or warranty of any kind to Purchaser relating to and Seller shall not be responsible for: (i) the sufficiency, value or collectability of the Purchased LoansLoans or any document, instrument or agreement in the loan file, including, without limitation, documents granting Seller or any of its Affiliates a security interest in any collateral relating to a Purchased Loan, (ii) any representation, warranty or statement made by an obligor or other party in connection with any Purchased Loan or in any of the documents, instruments and agreements relating to any Purchased Loan, (iii) the financial condition or creditworthiness of any primary or secondary obligor under any Purchased Loan or any guarantor or surety or other obligor thereof, (iv) the performance by the obligor or compliance with any of the terms or provisions of any of the documents, instruments and agreements relating to any Purchased Loan, or (v) inspecting any of the property, books or records of any obligor.