Sale and Purchase of Further Advances. (a) The sale of the Loans and their Related Security comprised in the Portfolio shall not impose or include any obligation on the Issuer to pay or make any Further Advances to Borrowers in respect of Loans comprised in the Portfolio, which obligation (if any) shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Issuer, remain an obligation of the Seller. (b) The Seller undertakes to the Issuer that it is and shall at all times remain solely responsible for offering and documenting any Further Advance and that the Seller is solely responsible for funding any relevant offer or, accepting any application, for a Further Advance made to or, received from, a Borrower with respect to a relevant Loan. For the avoidance of doubt, the Issuer will not be required to advance monies to the Seller or to a Borrower in order to fund such a Further Advance in any circumstances whatsoever. (c) The Issuer shall not itself make any Further Advance. (d) Subject to the fulfilment of the conditions set out in Clauses 2.2 and 3.1 and in consideration for the entry into and performance of the Transaction Documents to which the Issuer is a party the Seller hereby agrees to sell with full title guarantee to the Issuer and the Issuer agrees to purchase each Further Advance on its Advance Date in consideration of the following: (i) the payment by the Issuer to the Seller of the Further Advance Purchase Price on the Monthly Pool Date immediately following the Monthly Period in which such Advance Date occurred; and (ii) the payment by the Issuer to the Seller of the Deferred Consideration in relation to the Loan to which such Further Advance relates in accordance with the Pre-Acceleration Revenue Priority of Payments or the Post-Acceleration Priority of Payments (as applicable). (e) Beneficial interest in the Further Advances shall pass to the Issuer automatically on the relevant Advance Date notwithstanding that the Further Advance Purchase Price shall be paid by the Issuer on the Monthly Pool Date immediately following the Monthly Period in which the relevant Advance Date occurred. (f) The Seller shall notify (by a notice in the form of Schedule 7 (Further Advance, Product Switch and/or Underpayment Option Notice) hereto) the Issuer on the Monthly Pool Date following the Monthly Period in which any Further Advance was made of the Further Advance Purchase Price then due and payable by the Issuer in respect of the Further Advances sold to the Issuer during the previous Monthly Period. On such Monthly Pool Date, the Issuer shall pay such Further Advance Purchase Price by using amounts standing to the credit of the Principal Ledger on a first in first out basis. (g) If the Issuer or the Cash Manager on its behalf determines that the Issuer has insufficient funds standing to the credit of the Principal Ledger to pay in full the relevant Further Advance Purchase Price on the Monthly Pool Date following the Monthly Period in which the relevant Advance Date occurred, then the Issuer (or the Cash Manager acting on its behalf) will, prior to the Class Z VFN Commitment Termination Date, make a drawing under the Class Z VFN in an amount equal to the difference between (i) the aggregate of the amounts standing to the credit of the Principal Ledger and
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Sale and Purchase of Further Advances. (a) The sale of the Loans and their Related Security comprised in the Portfolio shall not impose or include any obligation on the Issuer to pay or make any Further Advances to Borrowers in respect of Loans comprised in the Portfolio, which obligation (if any) shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Issuer, remain an obligation of the Seller.
(b) The Seller undertakes to the Issuer that it is and shall at all times remain solely responsible for offering and documenting any Further Advance and that the Seller is solely responsible for funding any relevant offer or, accepting any application, for a Further Advance made to or, or received from, from a Borrower with respect to a relevant Loan. For the avoidance of doubt, the Issuer will not be required to advance monies to the Seller or to a Borrower in order to fund such a Further Advance in any circumstances whatsoever.
(c) The Issuer shall not itself make any Further Advance.
(d) Subject to the fulfilment of the conditions set out in Clauses 2.2 and 3.1 and in consideration for the entry into and performance of the Transaction Documents to which the Issuer is a party the Seller hereby agrees to sell with full title guarantee or, in the case of the Further Advances which relate to Scottish Loans and their Related Security within the Portfolio, with absolute warrandice, to the Issuer and the Issuer agrees to purchase each Further Advance on its Advance Date in consideration of the following:
(i) the payment by the Issuer to the Seller of the Further Advance Purchase Price on the Monthly Pool Date immediately following the Monthly Period in which such Advance Date occurred; and
(ii) the payment by the Issuer to the Seller of the Deferred Consideration in relation to the Loan to which such Further Advance relates in accordance with the Pre-Acceleration Revenue Priority of Payments or the Post-Acceleration Priority of Payments (as applicable).
(e) Beneficial interest in the Further Advances shall pass to the Issuer automatically on the relevant Advance Date (pursuant, in relation to any Scottish Loans, to the relevant Scottish Declaration of Trust) notwithstanding that the Further Advance Purchase Price shall be paid by the Issuer on the Monthly Pool Date immediately following the Monthly Period in which the relevant Advance Date occurred.
(f) The Seller shall notify (by a notice in the form of Schedule 7 9 (Further Advance, Product Switch and/or Underpayment Option Notice) hereto) the Issuer on the Monthly Pool Date following the Monthly Period in which any Further Advance was made of the Further Advance Purchase Price then due and payable by the Issuer in respect of the Further Advances sold to the Issuer during the previous Monthly Period. On such Monthly Pool Date, the Issuer shall pay such Further Advance Purchase Price by using amounts standing to the credit of the Principal Ledger Xxxxxx on a first in first out basis.
(g) If the Issuer or the Cash Manager on its behalf determines that the Issuer has insufficient funds standing to the credit of the Principal Ledger to pay in full the relevant Further Advance Purchase Price on the Monthly Pool Date following the Monthly Period in which the relevant Advance Date occurred, then the Issuer (or the Cash Manager acting on its behalf) will, prior to the Class Z VFN Commitment Termination Date, make a drawing under the Class Z VFN in an amount equal to the difference between (i) the aggregate of the amounts standing to the credit of the Principal Ledger Xxxxxx and
Appears in 1 contract
Samples: Mortgage Sale Agreement
Sale and Purchase of Further Advances. (a) The sale of the Loans and their Related Security comprised in the Portfolio shall not impose or include any obligation on the Issuer to pay or make any Further Advances to Borrowers in respect of Loans comprised in the Portfolio, which obligation (if any) shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Issuer, remain an obligation of the Seller.
(b) The Seller undertakes to the Issuer that it is and shall at all times remain solely responsible for offering and documenting any Further Advance and that the Seller is solely responsible for funding any relevant offer or, accepting any application, for a Further Advance made to or, received from, or rec eived from a Borrower with respect to a relevant Loan. For the avoidance of doubt, the Issuer will not be required to advance monies to the Seller or to a Borrower in order to fund such a Further Advance in any circumstances whatsoever.
(c) The Issuer shall not itself make any Further Advance.
(d) Subject to the fulfilment of the conditions set out in Clauses 2.2 and 3.1 and in consideration for the entry into and performance of the Transaction Documents to which the Issuer is a party the Seller hereby agrees to sell with full title guarantee or, in the case of the Further Advances which relate to Scottish Loans and their Related Security within the Portfolio, with absolute warrandice, to the Issuer and the Issuer agrees to purchase each Further Advance on its Advance Date in consideration of the following:
(i) the payment by the Issuer to the Seller of the Further Advance Purchase Price on the Monthly Pool Date immediately following the Monthly Period in which such Advance Date occurred; and
(ii) the payment by the Issuer to the Seller of the Deferred Consideration in relation to the Loan to which such Further Advance relates in accordance with the Pre-Acceleration Revenue Priority of Payments or the Post-Acceleration Priority of Payments (as applicable).
(e) Beneficial interest in the Further Advances shall pass to the Issuer automatically on the relevant Advance Date (pursuant, in relation to any Scottish Loans, to the relevant Scottish Declaration of Trust) notwithstanding that the Further Advance Purchase Price shall be paid by the Issuer on the Monthly Pool Date immediately following the Monthly Period in which the relevant Advance Date occurred.
(f) The Seller shall notify (by a notice in the form of Schedule 7 9 (Further Advance, Product Switch and/or Underpayment Option Notice) hereto) the Issuer on the Monthly Pool Date following the Monthly Period in which any Further Advance was made of the Further Advance Purchase Price then due and payable by the Issuer in respect of the Further Advances sold to the Issuer during the previous Monthly Period. On such Monthly Pool Date, the Issuer shall pay such Further Advance Purchase Price by using amounts standing to the credit of the Principal Ledger Xxxxxx on a first in first out basis.
(g) If the Issuer or the Cash Manager on its behalf determines that the Issuer has insufficient funds standing to the credit of the Principal Ledger to pay in full the relevant Further Advance Purchase Price on the Monthly Pool Date following the Monthly Period in which the relevant Advance Date occurred, then the Issuer (or the Cash Manager acting on its behalf) will, prior to the Class Z VFN Commitment Termination Date, make a drawing under the Class Z VFN in an amount equal to the difference between (i) the aggregate of the amounts standing to the credit of the Principal Xxxxxx and
(ii) the Further Advance Purchase Price and use such proceeds of the Class Z VFN to fund the purchase of Further Advances under the Loans.
(h) If the Issuer is unable to fund the purchase of any Further Advance from funds standing to the credit of the Principal Ledger andand any corresponding drawing under the Class Z VFN is not sufficient to cover such shortfall in the Further Advances Purchase Price to be paid on the Monthly Pool Date, the Issuer shall not complete the purchase of the relevant Further Advance and the Seller must repurchase the related Loan and its Related Security on such Monthly Pool Date at its Current Balance (excluding, if applicable, the amount of any Further Advance which has not yet been paid for by the Issuer) determined as at the day before such Monthly Pool Date. Clause 9.11 of this Agreement shall apply to any such repurchase.
(i) If the Servicer determines on the Monthly Test Date immediately following the Monthly Period in which the relevant Further Advance was made that any of the relevant Asset Conditions have not been met as at the last day of the Monthly Period in which the relevant Further Advanc e w as made (or such breach was subsequently discovered in respect of such date) then the Seller will have an obligation to remedy such breach within 90 days after receiving written notice of such breach from the Servicer and if such breach is not capable of remedy, or, if capable of remedy, is not remedied within the 90 day period, the relevant Loan and its Related Security must be repurchased by the Seller at its then Current Balance (excluding, if applicable, the amount of any Further Advance which has not yet been paid for by the Issuer) on the day before the Monthly Pool Date immediately following the receipt of a Loan Repurchase Notice in accordance with Clause 9 (Warranties and Repurchase by the Seller) below.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Sale and Purchase of Further Advances. (a) The sale of the Loans and their Related Security comprised in the Portfolio shall not impose or include any obligation on the Issuer to pay or make any Further Advances to Borrowers in respect of Loans comprised in the Portfolio, which obligation (if any) shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Issuer, remain an obligation of the Seller.
(b) The Seller undertakes to the Issuer that it is and shall at all times remain solely responsible for offering and documenting any Further Advance and that the Seller is solely responsible for funding any relevant offer or, accepting any application, for a Further Advance made to or, or received from, from a Borrower with respect to a relevant Loan. For the avoidance of doubt, the Issuer will not be required to advance monies to the Seller or to a Borrower in order to fund such a Further Advance in any circumstances whatsoever.
(c) The Issuer shall not itself make any Further Advance.
(d) Subject to the fulfilment of the conditions set out in Clauses 2.2 and 3.1 and in consideration for the entry into and performance of the Transaction Documents to which the Issuer is a party the Seller hereby agrees to sell with full title guarantee or, in the case of the Further Advances which relate to Scottish Loans and their Related Security within the Portfolio, with absolute warrandice, to the Issuer and the Issuer agrees to purchase each Further Advance on its Advance Date in consideration of the following:
(i) the payment by the Issuer to the Seller of the Further Advance Purchase Price on the Monthly Pool Date immediately following the Monthly Period in which such Advance Date occurred; and
(ii) the payment by the Issuer to the Seller of the Deferred Consideration in relation to the Loan to which such Further Advance relates in accordance with the Pre-Acceleration Revenue Priority of Payments or the Post-Acceleration Priority of Payments (as applicable).applicable).
(e) Beneficial interest in the Further Advances shall pass to the Issuer automatically on the relevant Advance Date (pursuant, in relation to any Scottish Loans, to the relevant Scottish Declaration of Trust) notwithstanding that the Further Advance Purchase Price shall be paid by the Issuer on the Monthly Pool Date immediately following the Monthly Period in which the relevant Advance Date occurred.occurred.
(f) The Seller shall notify (by a notice in the form of Schedule 7 10 (Further Advance, Product Switch and/or Underpayment Option Notice) hereto) the Issuer on the Monthly Pool Date following the Monthly Period in which any Further Advance was made of the Further Advance Purchase Price then due and payable by the Issuer in respect of the Further Advances sold to the Issuer during the previous Monthly Period. On such Monthly Pool Date, the Issuer shall pay such Further Advance Purchase Price by using amounts standing to the credit of the Principal Ledger on a first in first out basis.
(g) If the Issuer or the Cash Manager on its behalf determines that the Issuer has insufficient funds standing to the credit of the Principal Ledger to pay in full the relevant Further Advance Purchase Price on the Monthly Pool Date following the Monthly Period in which the relevant Advance Date occurred, then the Issuer (or the Cash Manager acting on its behalf) will, prior to the Class Z VFN Commitment Termination Date, make a drawing under the Class Z VFN in an amount equal to the difference between (i) the aggregate of the amounts standing to the credit of the Principal Ledger and
Appears in 1 contract
Samples: Mortgage Sale Agreement
Sale and Purchase of Further Advances. (a) The sale of the Loans and their Related Security comprised in the Portfolio shall not impose or include any obligation on the Issuer to pay or make any Further Advances to Borrowers in respect of Loans comprised in the Portfolio, which obligation (if any) shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Issuer, remain an obligation of the Seller.
(b) The Seller undertakes to the Issuer that it is and shall at all times remain solely responsible for offering and documenting any Further Advance and that the Seller is solely responsible for funding any relevant offer or, accepting any application, for a Further Advance made to or, or received from, from a Borrower with respect to a relevant Loan. For the avoidance of doubt, the Issuer will not be required to advance monies to the Seller or to a Borrower in order to fund such a Further Advance in any circumstances whatsoever.
(c) The Issuer shall not itself make any Further Advance.
(d) Subject to the fulfilment of the conditions set out in Clauses 2.2 and 3.1 and in consideration for the entry into and performance of the Transaction Documents to which the Issuer is a party the Seller hereby agrees to sell with full title guarantee or, in the case of the Further Advances which relate to Scottish Loans and their Related Security within the Portfolio, with absolute warrandice, to the Issuer and the Issuer agrees to purchase each Further Advance on its Advance Date in consideration of the following:
(i) the payment by the Issuer to the Seller of the Further Advance Purchase Price on the Monthly Pool Date immediately following the Monthly Period in which such Advance Date occurred; and
(ii) the payment by the Issuer to the Seller of the Deferred Consideration in relation to the Loan to which such Further Advance relates in accordance with the Pre-Acceleration Revenue Priority of Payments or the Post-Acceleration Priority of Payments (as applicable).
(e) Beneficial interest in the Further Advances shall pass to the Issuer automatically on the relevant Advance Date (pursuant, in relation to any Scottish Loans, to the relevant Scottish Declaration of Trust) notwithstanding that the Further Advance Purchase Price shall be paid by the Issuer on the Monthly Pool Date immediately following the Monthly Period in which the relevant Advance Date occurred.
(f) The Seller shall notify (by a notice in the form of Schedule 7 9 (Further Advance, Product Switch and/or Underpayment Option Notice) hereto) the Issuer on the Monthly Pool Date following the Monthly Period in which any Further Advance was made of the Further Advance Purchase Price then due and payable by the Issuer in respect of the Further Advances sold to the Issuer during the previous Monthly Period. On such Monthly Pool Date, the Issuer shall pay such Further Advance Purchase Price by using amounts standing to the credit of the Principal Ledger Xxxxxx on a first in first out basis.
(g) If the Issuer or the Cash Manager on its behalf determines that the Issuer has insufficient funds standing to the credit of the Principal Ledger to pay in full the relevant Further Advance Purchase Price on the Monthly Pool Date following the Monthly Period in which the relevant Advance Date occurred, then the Issuer (or the Cash Manager acting on its behalf) will, prior to the Class Z VFN Commitment Termination Date, make a drawing under the Class Z VFN in an amount equal to the difference between (i) the aggregate of the amounts standing to the credit of the Principal Xxxxxx and
(ii) the Further Advance Purchase Price and use such proceeds of the Class Z VFN to fund the purchase of Further Advances under the Loans.
(h) If the Issuer is unable to fund the purchase of any Further Advance from funds standing to the credit of the Principal Ledger andand any corresponding drawing under the Class Z VFN is not sufficient to cover such shortfall in the Further Advances Purchase Price to be paid on the Monthly Pool Date, the Issuer shall not complete the purchase of the relevant Further Advance and the Seller must repurchase the related Loan and its Related Security on such Monthly Pool Date at its Current Balance (excluding, if applicable, the amount of any Further Advance which has not yet been paid for by the Issuer) determined as at the day before such Monthly Pool Date. Clause 9.10 of this Agreement shall apply to any such repurchase.
(i) If the Servicer determines on the Monthly Test Date immediately following the Monthly Period in which the relevant Further Advance was made that any of the relevant Asset Conditions have not been met as at the last day of the Monthly Period in which the relevant Further Advance was made (or such breach was subsequently discovered in respect of such date) then the Seller will have an obligation to remedy such breach within 90 days after receiving written notice of such breach from the Servicer and if such breach is not capable of remedy, or, if capable of remedy, is not remedied within the 90 day period, the relevant Loan and its Related Security must be repurchased by the Seller at its then Current Balance (excluding, if applicable, the amount of any Further Advance which has not yet been paid for by the Issuer) on the day before the Monthly Pool Date immediately following the receipt of a Loan Repurchase Notice in accordance with Clause 9 (Warranties and Repurchase by the Seller) below.
Appears in 1 contract
Samples: Mortgage Sale Agreement
