Purchased Loans. The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans relating to such Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the Se...
Purchased Loans. With respect to each Purchased Loan:
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); (ii) constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable, to the Knowledge of Seller, 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.
Purchased Loans. (a) Seller has full power and authority to hold each Purchased Loan, and has good and marketable title to the Purchased Loans, free and clear of any Liens. Seller is authorized to sell and assign the Purchased Loans to Purchaser and, upon assignment, Purchaser will have the rights of Seller with respect to the Purchased Loans in accordance with the terms and conditions thereof.
Purchased Loans. (a) Each Purchased Loan constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable, to the Knowledge of Seller, by the holder thereof in accordance with its terms subject, as to enforcement, to the Enforceability Exceptions. Each Purchased Loan is evidenced by legal, valid and binding instruments executed by the respective borrower(s) or obligor(s).
Purchased Loans. Indemnify and hold the Bank harmless from and against any loss, including reasonable attorneys' fees and costs, attributable to the failure of any seller of the Pledged Mortgage Loans to the Company or the Company Subsidiary, or any escrow agent, Company Subsidiary to comply with the disbursement or instruction letter or letters of the Company, the Company Subsidiary or of the Bank relating to Mortgage Loans purchased by the Company or the Company Subsidiary with the Company Subsidiary Loan under this Agreement.
Purchased Loans. 36 Section 6.11
Purchased Loans. The Company agrees to indemnify and hold the Bank harmless from and against any loss, including reasonable attorneys' fees and costs, attributable to the failure of any correspondent of the Company to comply with the disbursement or instruction letter or letters of the Company or of the Bank relating to Mortgage Loans purchased by the Company with Advances hereunder.
Purchased Loans. All right, title and interest in and to all those loans and/or letters of credit 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 to an Office (the “Deposit Account Loans”), (ii) certain current commercial or other loans or letters of credit attributable to an Office (if any, the “Other Loans”) or (iii) automatically created as the result of an overdraft of a Deposit Account pursuant to an overdraft protection program offered by SELLER in which overdrafts are less than 10 days overdrawn (except for those overdraft protection loans which are charged to credit card accounts not transferred to the BUYER hereunder, the “Overdraft Loans”) but excluding loans which are on a non-accrual basis. The Deposit Account Loans, Other Loans, and Overdraft Loans sold and assigned to BUYER hereunder are tentatively listed in Schedule G attached hereto and incorporated herein by reference and will be identified in a revised Schedule G (“Revised Schedule G”) as of the Closing Date (hereinafter referred to individually and collectively as the “Purchased Loans”) and only the loans listed on Schedule G shall be acquired by BUYER. Loans made by SELLER between August 31, 2011 and the date hereof which are in the amount of $100,000 or more shall be reviewed by BUYER prior to Closing and BUYER shall have the right not to include those loans in the Revised Schedule G which, in the reasonable judgment of BUYER, would not meet BUYER’s credit quality standards. From and after the date hereof, SELLER will permit one or more representatives of BUYER to attend meetings at which unsecured loans of $25,000 or more and secured loans of $100,000 or more are approved. The Revised Schedule G shall also include unsecured loans under $25,000, secured loans under $100,000, unsecured loans of $25,000 or more approved by a representative of BUYER and secured loans of $100,000 or more approved by a representative of BUYER made by SELLER between the date hereof and the Closing. The Purchased Loans being acquired by BUYER will be sold and assigned by BUYER at a discount of $13.1 million. Transfer of the Purchased Loans will be subject to the terms and conditions set forth in Schedule S attached hereto and incorporated herein by reference. Except as otherwise expressly provided herein, the transfer of the Purchased Loans will be made without recourse, without any representation, warranty, or guarantee of ...
Purchased Loans. All of the Purchased Loans and all Income and proceeds from the Purchased Loans, including all of the property, rights and other items described in the definition of “Mortgage Loan” in Section 1.2 for each such Purchased Loan and all rights to have, receive and retain the return or refund of funds transferred from any account with the Agent to any title company, title agent, escrow agent or other Person for the purpose of originating or funding a Mortgage Loan that did not close (for any reason) and that would have been a Purchased Loan if it had closed (all funds so transferred continuously remain the
