Branch Loans. The following representations are made with respect to the Branch Loans:
Branch Loans. In connection with the transfer of the Branch Loans, Seller and Buyer agree as follows:
Branch Loans. Except for the loans listed in Schedule E and any loans refused or rejected by Buyer at Closing (the "Non-Branch Loans"), all of Seller's right, title and interest in and to all those loans which, as of the close of business on the Closing Date, are (i) secured in whole or in part by Deposit Accounts (as hereinafter defined) attributable or assigned to a Branch (the "Deposit Account Loans"), (ii) commercial or other loans attributable to a Branch and including the REIT loans (as defined in Section 2.01(i)) (the "Other Loans"), or (iii) automatically created as the result of an overdraft of a Deposit Account pursuant to a pre-applied overdraft protection program offered by Seller (the "Overdraft Loans"). The Deposit Account Loans, Other Loans, and Overdraft Loans sold and assigned to Buyer hereunder will be listed in Schedule F which will be updated as of the Closing Date (hereinafter referred to individually and collectively as the "Branch Loans"). Except as otherwise expressly provided herein, the transfer of the Branch Loans will be made without recourse, without any representation, warranty, or guarantee of any kind, express or implied, and without the allowance or reserve for loan losses reserved by Seller as of the Effective Date;
Branch Loans. Attached as Schedule F is a true and accurate schedule of all Branch Loans, including the REIT Loans, any letters of credit and loan commitments attributable to the Branches with accrued and unpaid interest thereon, computed as of May 31, 2003, which schedule shall identify the loan number, date, borrower name, loan amount, interest rate, loan balance, social security or employer identification number of the borrower and type of loan.
Branch Loans. All right, title and interest in and to all those loans, including accrued but unpaid interest thereon through the Closing Date attributable to the Branch (the "Branch Loans"), which (i) are set forth on Schedule 1.02(f); provided however, that the Branch Loans shall not include any loan set forth on Schedule 1.02(f) that is repaid in full as to principal and interest prior to the Closing Date, (ii) shall not include any loan set forth on Schedule 1.02(f)(ii), (iii) are hereafter offered to Buyer for purchase, Buyer has had an opportunity to review and Buyer has agreed in writing to purchase, and (iv) are automatically created as the result of an overdraft of a Deposit Account pursuant to a pre-approved overdraft protection program offered by Seller (except for those overdraft protection loans which are charged to credit card accounts not transferred to the Buyer hereunder). A final listing of specific loans included in the Branch Loans will be provided to Buyer prior to Closing;
Branch Loans. (i) To the knowledge of Seller, each of the Branch Loans represents a valid and legally enforceable obligation of the borrower(s) identified in the loan agreement subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium, and similar debtor relief laws, (B) general principles of equity and (C) the unenforceability of remedial provisions related to the Branch Loans that do not make the rights or remedies provided therein inadequate to realize the benefits afforded thereby.
Branch Loans. The following representations are made with respect to the Branch Loans: (a) None of the Branch Loans were made or administered in violation of any law, regulation or ordinance, including without limitation, the South Carolina Consumer Protection Code, the Federal Truth-in-Lending Act and all regulations promulgated thereunder, and all applicable consumer credit or usury laws of any applicable jurisdiction, such that its enforceability or the benefits inuring to the Purchaser thereunder would be impaired in any material respect.
