Examples of Specified Loan Asset in a sentence
Without sight of the redacted second limb in part (b) of the definition, submit counsel for Mr Hancock, it is impossible to be sure whether it modifies or in some other material respect detracts from the apparently clear statement in part (a) that Specified Loan Asset means a Relevant Loan Asset (and therefore includes a Relevant Pool B Loan Asset).
Clause 2.1(a) then contains, on the face of it, an absolute assignment by each of NAB and the Bank, to Promontoria Chestnut, of all of their respective rights (as set out in sub-paragraphs (a)(i) to (iv)) “in relation to each Specified Loan Asset comprised within that Relevant Borrower Asset Group”.
The assigned rights in relation to each Specified Loan Asset (and thus in relation to each Relevant Pool B Loan Asset, including Mr Hancock’s loans) include, as one would expect, all of the Bank’s rights and powers in its capacity as the lender under each “Relevant Document”, a term which is very widely defined in relation to each Specified Loan Asset and would clearly include both the Facility Letters and the charges given by Mr Hancock to secure the loans.
The first argument turns on the redacted definition of Specified Loan Asset.
If it were the case that the second limb of the definition of Specified Loan Asset qualified in any material way the first limb of the definition, it would have been impossible for Mr Cooper to give the confirmations contained in paragraph 27 of his first statement (quoted at [28] above), or to say what he did about the redactions in paragraph 28 (quoted at [42] above).
That apart, I am unable to think of any good reason why the parties should have included the Relevant Pool B Loan Assets in Part II of the Schedule, or why the language of the assignment in clause 2.1 should have included all of the Bank’s rights in relation to those loan assets, if the effect of the second limb of the definition of Specified Loan Asset were somehow to exclude them from the scope of the assignment.
Returning to the further definitions contained in clause 1.1, at least the following appear to be of potential relevance:(1) “ Relevant Documents” means, “in respect of a Specified Loan Asset, each facility, loan or credit letter or agreement …, security document, [etc] in each case governed by English law or any other law (other than Scots law) and relating to that Specified Loan Asset…”.
This provides in cl 2.1 that “with effect on and from the Effective Time” each of the Seller (NAB) and Clydesdale assigns absolutely to the Buyer (Promontoria Henrico) its rights in relation to each Specified Loan Asset.
Assignation and Acceptance 2.1. Assignation Subject to the terms of this Assignation and in consideration for the payment by the Buyer to the Seller of the Purchase Price for each Relevant Borrower Asset Group, with effect on and from the Effective Time in relation to each Specified Loan Asset comprised within that Relevant Borrower Asset Group.