Retained Loans Clause Samples
Retained Loans. (a) Notwithstanding anything contained herein or in any Loan Sale Agreement, on written notice to Sunlight, Bank may elect to not sell or transfer to any Loan Purchaser Loans identified on a Purchase Statement (as defined in the Loan Sale Agreement) to be transferred in an amount up to the Bank Allocation Percentage (each Loan that Bank so elects to not sell being referred to herein as a “Retained Loan”) of such pool of Loans so identified; provided that (i) each Retained Loan shall be randomly selected by Sunlight from the pool of all Loans to be transferred on a given day, provided that such Loans would be “pass” credits, and (ii) Sunlight shall allocate Retained Loans to Bank in accordance with the Allocation Method, and provided further that Bank’s obligations regarding Retained Loans are subject to the limitations specified in Section 2.5(c).
(b) With respect to each pool of Loans to be transferred to a Loan Purchaser in which Retained Loans are allocated to Bank, Sunlight shall deliver a report to Bank which shall detail the manner in which the Retained Loans were selected and allocated and shall provide verifiable confirmation that the Retained Loans were allocated in accordance with the Allocation Method.
(c) Notwithstanding anything to the contrary set forth in this Agreement, Bank’s election to retain Loans hereunder with respect to any pool of Loans to be transferred to a Loan Purchaser shall be limited to the Bank Allocation Percentage of such pool of Loans to be transferred to Loan Purchaser and Bank shall have no right to retain any Loan if the number of Loans to be retained (“Prospective Retained Loans”) would, when added to the aggregate number of all other Retained Loans, exceed the Bank Allocation Percentage of the sum of (x) Retained Loans (including the Prospective Retained Loans) and (y) Loans transferred to a Loan Purchaser.
(d) Notwithstanding anything to the contrary contained herein, to the extent applicable, Bank may (i) securitize any or all of the Retained Loans and any amounts owing thereunder, (ii) issue an “asset backed security” (as defined under 17 C.F.R. § 229.1101(c) or Section 3(a)(77) of the Securities Exchange Act of 1934) backed by the Retained Loans and any amounts owing thereunder (a “Securitization Transaction”), or (iii) effect one or more sales of Retained Loans as whole loan transfers.
(e) In the event that Sunlight initiates a Securitization Transaction with respect to the Loans, it shall offer Bank the right t...
Retained Loans. Bank shall maintain ownership of the Retained Loans, provided that Bank’s obligations regarding Retained Loans are subject to the limitations specified in Section 2(c)(i) and (iii) below:
i) the maximum Outstanding Principal Balance of Retained Loans that the Bank will retain (A) in any calendar month, which shall equal the Maximum Monthly Retention Amount, and (B) in the aggregate for all Retained Loans at any given time during the Term of the Agreement, which shall equal Maximum Outstanding Retention Amount, which limits may be increased by the Bank upon notice to Purchaser but which shall not be decreased by the Bank except with the express written agreement of Purchaser and only upon ninety (90) days’ prior written notice.
ii) Each month during the Term, the parties will jointly verify the manner in which the Retained Loans were allocated;
iii) Notwithstanding anything to the contrary set forth in this Agreement, Bank shall have no obligation to retain any Loan (A) if retention of such Loan would cause Bank to exceed the Retained Loan Limits or (B) during the Retention Cessation Period.
Retained Loans. ▇▇▇▇▇▇▇ INTERNATIONAL, through a ▇▇▇▇▇▇▇ INTERNATIONAL Affiliate, shall retain certain loans of ▇▇▇▇▇▇▇ BANK set forth on Schedule 1A. In addition, PRIVATEBANK shall have the right to purchase participations in certain loans held by a ▇▇▇▇▇▇▇ INTERNATIONAL Affiliate, in an amount equal to the loans retained by ▇▇▇▇▇▇▇ INTERNATIONAL set forth on Schedule 1A, the specific loans to be purchased by PRIVATEBANK shall be reasonably agreeable to the parties, provided, further, the purchase price of such loans purchased and sold pursuant to this Section 5.19 shall be the book value of the loans as determined by the parties hereto on the Closing Date. The loan participations to be purchased by PRIVATEBANK pursuant to this Section 5.19, or their replacements, shall have average aggregate outstanding balances equal to such book value amount for not less than two (2) years. The parties shall work together to maintain and promote the customer relationships involved with such loans.
Retained Loans. Seller and Purchaser agree and acknowledge that -------------- Seller will retain the single family residential construction loans originated and closed on or before the Closing Date by Seller and listed on Exhibit 7.3 attached hereto and incorporated herein for all purposes ("Retained Loans"). Purchaser agrees to service Retained Loans on behalf of Seller pursuant to a Servicing Agreement to be delivered by Purchaser at Closing, containing such terms and conditions as are mutually acceptable to Purchaser and Seller. Purchaser shall not charge Seller a servicing fee for providing such services to Seller.
Retained Loans. (i) Provided Company has administered Bank Loan Applications in compliance with the Underwriting Guidelines in sufficient volumes necessary for Bank to originate such Loans and subject to Company’s performance of its obligations under the Program Documents and Bank’s right to cease retaining Loans as described in this Agreement, Bank shall, in accordance with the Loan Allocation Schedule, retain Loans up to the Minimum Retained Loan Amount and, thereafter, Loans designated for retention by Bank in accordance with Section
Retained Loans. 43 Section 5.20 Additional Loan Participations...........................43 Section 5.21 Certain Credits..........................................44 Section 5.22 Brokerage/Trust Customers................................44 Section 5.23