Mortgage Loan Agreement Sample Clauses

Mortgage Loan Agreement. Notwithstanding anything to the contrary, Owner acknowledges that the terms of this Agreement, including, without limitation, Section 2(b), shall not supersede or vitiate the provisions in the Mortgage Loan Agreement addressing Transfers or any other matters.
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Mortgage Loan Agreement. Reference is hereby made to that certain Loan and Security Agreement dated on or about the date hereof, by and among German American Capital Corporation and certain Subsidiaries of Parent (but excluding the Borrower) (the “Mortgage Loan Agreement”). Administrative and Collateral Agent and Lenders hereby acknowledge that the execution, delivery and performance of the Mortgage Loan Agreement will not constitute a Default or an Event of Default under the Loan Agreement. Administrative and Collateral Agent and Lenders hereby consent to Parent using the excess proceeds under the Mortgage Loan Agreement to make a capital contribution or subordinated loan to the Borrower (the “Mortgage Proceeds Investment”). Borrower may repay the Mortgage Proceeds Investment, whether in the form of a repayment of Debt in the case of a loan from Parent or in the form of a dividend in the case of a capital contribution from Parent, at any time so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, Borrower’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 3(b) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrower had the amount of Mortgage Proceeds Investment which are being repaid never been loaned or invested in the Borrower); (c) Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received Borrower’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of Borrower’s chief financial officer as to Borrower’s compliance with the terms of this Section 3 together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request. Administrative and Collateral Agent and Lenders hereby acknowledge and agree that any repay...
Mortgage Loan Agreement. This Note is secured, inter alia, by the Mortgage and by certain other collateral described in the Loan Agreement. The aggregate amount of the indebtedness evidenced hereby is to be advanced to Maker pursuant to and in accordance with the terms and conditions of the Loan Agreement. This Note is the "Note" referred to in the Loan Agreement, and is subject to the terms and conditions of the Loan Agreement. This Note is entitled to the benefits of and the security required to be provided in and by the Loan Agreement. The Loan Agreement contains provisions, among others, for the acceleration of the maturity hereof upon the happening of certain stated events. The Mortgage shall secure the indebtedness described herein, and any future loans or advances that may be made to or on behalf of Maker by Holder at any time or times hereafter under the Mortgage or the Loan Agreement. Any such loans or advances shall bear interest at the same rate per annum as the principal indebtedness hereunder, unless a greater rate is expressly provided for in the Mortgage or the Loan Agreement. Maker agrees to promptly pay when due all of the foregoing principal indebtedness and future loans and advances and interest thereon.

Related to Mortgage Loan Agreement

  • BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT This Agreement shall inure to the benefit of and shall be binding upon Seller, Purchaser and their respective successors, legal representatives, and permitted assigns, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the rights and obligations of Purchaser pursuant to Sections 2, 4.1 (other than clause 4.1.7), 5, 9, 10, 11, 12, 13, 15 and 16 hereof may be assigned to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall succeed to the rights and obligations hereunder of Purchaser. No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be deemed a successor or permitted assigns because of such ownership.

  • Mortgage Loan Document Status Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

  • Mortgage Loan Schedules The Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

  • Assignment of Interest in the Mortgage Loan Purchase Agreement (a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement, including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement.

  • Mortgage Loan Schedule The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

  • Loan Agreement This Agreement duly executed by Borrower and Lender.

  • Mortgage Loan The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Mortgage Loan Characteristics The characteristics of the related Mortgage Loan Package are as set forth on the description of the pool characteristics for the applicable Mortgage Loan Package delivered pursuant to Section 11 on the related Closing Date in the form attached as Exhibit B to each related Assignment and Conveyance Agreement;

  • Custodial Agreement 10 Custodian.....................................................................................10 Cut-off Date..................................................................................10

  • Subservicing Agreement The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Company. With respect to Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement shall also include the Addendum and Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced by GMAC Mortgage, LLC, the Addendum and Assignment Agreement, dated as of November 24, 1998, between the Master Servicer and GMAC Mortgage, LLC, as such agreement may be amended from time to time.

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