Covenants of Each Seller. Each Seller covenants to do the following: (a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor under this Agreement, such Seller will not (i) sell, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent with the ownership of each Purchased Asset by the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Seller. (b) Such Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, to the books and records of such Seller in the possession of such Seller as they relate to the Purchased Assets; provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller shall not be required to divulge, and shall not divulge, any records or information to the extent divulging such records or information is prohibited by any Requirements of Law. (c) Such Seller shall notify the Depositor and the Depositor Loan Trustee promptly after becoming aware of any Lien on any Loan or Loan Agreement other than with respect to the conveyances hereunder and under the Transaction Documents. (d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d). (e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law. (f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collections, but in no event later than the second Business Day following the date of processing such Collections. (g) Such Seller will not change its name, its type or jurisdiction of organization, or its organizational identification number without first delivering to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or made. (h) With respect to any Renewal that is effected on any day that is not within the Revolving Period, the applicable Seller shall, as soon as practicable, but in no event later than the second Business Day following the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a Renewal. (i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Loan Purchase Agreement (OneMain Financial Holdings, Inc.)
Covenants of Each Seller. Each Seller Seller, severally and not jointly covenants to do the followingand agrees as follows:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit No Seller shall make or effect any Transfer, directly or, indirectly, of the Depositor under this Agreementany Registrable Securities, such Seller will not owned of record or beneficially by it, (i) sellprior to the effectiveness of the Registration Statement, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent thereafter, except as permitted by and in accordance with the ownership respective terms and conditions of each Purchased Asset by this Agreement (including Section 6 (b), below) and the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Sellerother Closing Documents.
(b) Such Subsequent to the effectiveness of the Registration Statement, no Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, make or effect any Transfer of Registrable Securities except: (i) Permitted Transfers; (ii) Transfers pursuant to the books Prospectus and records as provided under the caption "Plan of such Seller Distribution" therein; and (iii) Transfers in the possession of such Seller as they relate to the Purchased Assetsaccordance with Rule 144(k); provided, however, that such access if, for any reason, the Registration Statement shall not have become effective prior to the first anniversary of Closing, Transfers of Registrable Securities may be conducted effected in a manner that does not unreasonably interfere accordance with such Seller’s normal operationsRule 144; and, and provided, further, however, that such Seller if the Registration Statement shall not be required become effective but the Prospectus shall thereafter become unusable to divulge, and shall not divulge, any records or information effect sales of Registrable Securities during the Applicable Period due to the extent divulging such records entry of a stop order, the filing of a post-effective amendment which has not been declared effective or information is prohibited by for any Requirements other reason, then Transfers of LawRegistrable Securities may be effected pursuant to the provisions of Rule 144.
(c) Such Each Seller shall promptly notify the Depositor and the Depositor Loan Trustee promptly after becoming aware Neon of any Lien on any Loan or Loan Agreement each Transfer (other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor Transfers effected pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received Prospectus or Rule 144) of Registrable Securities made or effected by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collectionsit, but in no event later than five (5) Business Days after such Transfer. Each such Seller shall specify the second Business Day following name, address and tax identification number of each transferee, together with the date amount of processing Registrable Securities transferred to such Collectionstransferee.
(gd) Such Each such Seller will not change its name, its type or jurisdiction shall promptly notify Neon if it shall have become an "affiliate" of organization, or its organizational identification number without first delivering to Neon within the Depositor and the Depositor Loan Trustee for the benefit meaning of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or madeRule 144(a).
(he) With respect No Seller will take, directly or indirectly, any action designed to any Renewal that is effected on any day that is not within the Revolving Periodcause or result in, or which might reasonably be expected to constitute, the applicable manipulation or stabilization of the price of Common Stock or of any other securities of Neon. Each Seller shall, will endeavor in good faith to maintain an orderly market when distributing the Registrable Securities.
(f) The information pertaining to each Seller provided or which will be provided to Neon by or on behalf of each Seller for inclusion under the caption "Selling Stockholders" in each Prospectus will be complete and accurate in all material respects as soon as practicable, but in no event later than the second Business Day following of the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a RenewalProspectus.
(i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Neon Communications Inc)
Covenants of Each Seller. Each Seller covenants to do the following:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor under this Agreement, such Seller will not (i) sell, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent with the ownership of each Purchased Asset by the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Seller.
(b) Such Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, to the books and records of such Seller in the possession of such Seller as they relate to the Purchased Assets; provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller shall not be required to divulge, and shall not divulge, any records or information to the extent divulging such records or information is prohibited by any Requirements of Law.
(c) Such Seller shall notify the Depositor and the Depositor Loan Trustee promptly after becoming aware of any Lien on any Loan or Loan Agreement other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collections, but in no event later than the second Business Day following the date of processing such Collections.
(g) Such Seller will not change its name, its type or jurisdiction of organization, or its organizational identification number without first delivering to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or made.
(h) With respect to any Renewal that is effected on any day that is not within the Revolving Period, the applicable Seller shall, as soon as practicable, but in no event later than the second Business Day following the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a Renewal.
. (i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Loan Purchase Agreement (OneMain Financial Holdings, Inc.)
Covenants of Each Seller. Each Seller Seller, severally and not jointly covenants to do the followingand agrees as follows:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit No Seller shall make or effect any Transfer, directly or, indirectly, of the Depositor under this Agreementany Registrable Securities, such Seller will not owned of record or beneficially by it, (i) sellprior to the effectiveness of the Registration Statement, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent thereafter, except as permitted by and in accordance with the ownership respective terms and conditions of each Purchased Asset by this Agreement (including Section 6 (b), below) and the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Sellerother Closing Documents.
(b) Such Subsequent to the effectiveness of the Registration Statement, no Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, make or effect any Transfer of Registrable Securities except: (i) Permitted Transfers; (ii) Transfers pursuant to the books Prospectus and records as provided under the caption "Plan of such Seller Distribution" therein; and (iii) Transfers in accordance with Rule 144(k); PROVIDED, HOWEVER, that if, for any reason, the possession of such Seller as they relate Registration Statement shall not have become effective prior to the Purchased Assetsfirst anniversary of Closing, Transfers of Registrable Securities may be effected in accordance with Rule 144; providedand PROVIDED, howeverFURTHER, HOWEVER, that such access if the Registration Statement shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller become effective but the Prospectus shall not be required thereafter become unusable to divulge, and shall not divulge, any records or information effect sales of Registrable Securities during the Applicable Period due to the extent divulging such records entry of a stop order, the filing of a post-effective amendment which has not been declared effective or information is prohibited by for any Requirements other reason, then Transfers of LawRegistrable Securities may be effected pursuant to the provisions of Rule 144.
(c) Such Each Seller shall promptly notify the Depositor and the Depositor Loan Trustee promptly after becoming aware Neon of any Lien on any Loan or Loan Agreement each Transfer (other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor Transfers effected pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received Prospectus or Rule 144) of Registrable Securities made or effected by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collectionsit, but in no event later than five (5) Business Days after such Transfer. Each such Seller shall specify the second Business Day following name, address and tax identification number of each transferee, together with the date amount of processing Registrable Securities transferred to such Collectionstransferee.
(gd) Such Each such Seller will not change its name, its type or jurisdiction shall promptly notify Neon if it shall have become an "affiliate" of organization, or its organizational identification number without first delivering to Neon within the Depositor and the Depositor Loan Trustee for the benefit meaning of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or madeRule 144(a).
(he) With respect No Seller will take, directly or indirectly, any action designed to any Renewal that is effected on any day that is not within the Revolving Periodcause or result in, or which might reasonably be expected to constitute, the applicable manipulation or stabilization of the price of Common Stock or of any other securities of Neon. Each Seller shall, will endeavor in good faith to maintain an orderly market when distributing the Registrable Securities.
(f) The information pertaining to each Seller provided or which will be provided to Neon by or on behalf of each Seller for inclusion under the caption "Selling Stockholders" in each Prospectus will be complete and accurate in all material respects as soon as practicable, but in no event later than the second Business Day following of the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a RenewalProspectus.
(i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Neon Communications Inc)
Covenants of Each Seller. Each Seller covenants to do the following:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor under this Agreement, such Seller will not (i) sell, assign assign, or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent with the ownership of each Purchased Asset by the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume assume, or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Seller.
(b) Such Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, to the books and records of such Seller in the possession of such Seller as they relate to the Purchased Assets; provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller shall not be required to divulge, and shall not divulge, any records or information to the extent divulging such records or information is prohibited by any Requirements of Law.
(c) Such Seller shall notify the Depositor and the Depositor Loan Trustee promptly after becoming aware of any Lien on any Loan or Loan Agreement other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, applicable and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collections, but in no event later than the second Business Day following the date of processing such Collections.
(g) Such Seller will not change its name, its type or jurisdiction of organization, or its organizational identification number without first delivering to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or made.
(h) With respect to any Renewal that is effected on any day that is not within the Revolving Period, the applicable Seller shall, as soon as practicable, but in no event later than the second Business Day following the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a Renewal.
. (i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Loan Purchase Agreement (OneMain Financial Holdings, Inc.)
Covenants of Each Seller. Each Seller covenants to do the following:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor under this Agreement, such Seller will not (i) sell, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent with the ownership of each Purchased Asset by the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Seller.
(b) Such Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, to the books and records of such Seller in the possession of such Seller as they relate to the Purchased Assets; provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller shall not be required to divulge, and shall not divulge, any records or information to the extent divulging such records or information is prohibited by any Requirements of Law.
(c) Such Seller shall notify the Depositor and the Depositor Loan Trustee promptly after becoming aware of any Lien on any Loan or Loan Agreement other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing initial Funding Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing initial Funding Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collections, but in no event later than the second Business Day following the date of processing such Collections.
(g) Such Seller will not change its name, its type or jurisdiction of organization, or its organizational identification number without first delivering to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or made.
(h) With respect to any Renewal that is effected on any day that is not within the Revolving Period, the applicable Seller shall, as soon as practicable, but in no event later than the second Business Day following the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a Renewal.
. (i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Loan Purchase Agreement (OneMain Financial Holdings, Inc.)
Covenants of Each Seller. Each Seller Seller, severally and not jointly covenants and agrees, with respect to do the followingitself only, as follows:
(a) Except for the sale to the Depositor and the Depositor Loan Trustee for the benefit Seller shall not make or effect any Transfer, directly or, indirectly, of the Depositor under this Agreementany Registrable Securities, such Seller will not owned of record or beneficially by it, (i) sellprior to the effectiveness of the Registration Statement, assign or transfer any Purchased Asset (or any interest therein) to any other Person, (ii) take any other action that is inconsistent thereafter, except as permitted by and in accordance with the ownership respective terms and conditions of each Purchased Asset by this Agreement (including Section 6 (b), below) and the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferees, or (iii) grant, create, incur, assume or suffer to exist any Lien arising through or under such Seller on any Purchased Asset. Such Seller will not claim any interest in any Purchased Asset and will defend the ownership interest of the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or their respective transferee in each Purchased Asset against any third party claiming through or under such Sellerother Closing Documents.
(b) Such Seller shall permit the Depositor and its authorized representatives reasonable access, during normal business hours, Subsequent to the books and records effectiveness of such Seller in the possession of such Seller as they relate to the Purchased Assets; providedRegistration Statement, however, that such access shall be conducted in a manner that does not unreasonably interfere with such Seller’s normal operations; and, provided, further, that such Seller shall not be required make or effect any Transfer of Registrable Securities except: (i) Permitted Transfers; (ii) Transfers pursuant to divulgethe Prospectus and as provided under the caption "Plan of Distribution" therein; and (iii) Transfers in accordance with Rule 144(k); PROVIDED, and HOWEVER, that if, for any reason, the Registration Statement shall not divulge, any records or information have become effective prior to the extent divulging such records first anniversary of Closing, Transfers of Registrable Securities may be effected in accordance with Rule 144; and PROVIDED, FURTHER, HOWEVER, that if the Registration Statement shall become effective but the Prospectus shall thereafter become unusable to effect sales of Registrable Securities during the Applicable Period due to the entry of a stop order, the filing of a post-effective amendment which has not been declared effective or information is prohibited by for any Requirements other reason, then Transfers of LawRegistrable Securities may be effected pursuant to the provisions of Rule 144.
(c) Such Seller shall promptly notify the Depositor and the Depositor Loan Trustee promptly after becoming aware Neon of any Lien on any Loan or Loan Agreement each Transfer (other than with respect to the conveyances hereunder and under the Transaction Documents.
(d) Such Seller shall be liable for and pay, and in accordance with Section 6.02 shall indemnify, defend and hold the Depositor and the Depositor Loan Trustee harmless from and against (i) all taxes applicable to the Purchased Assets, in each case incurred or assessed during the portion of the taxable years or periods on or prior to the Closing Date or the relevant Addition Date, as applicable, and (ii) any and all sales tax, use tax, transfer or gains tax, documentary stamp tax or similar tax attributable to the sale or transfer of the Purchased Assets. Such Seller shall be entitled to any refund in respect of any taxes paid by it pursuant to this Section 5.01(d).
(e) From and after the Closing Date or the applicable Addition Date, the books and records of each Seller as they relate to the Purchased Assets shall be the property of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor to the extent of their interest therein, provided that, subject to the terms of the Back-up Servicing Agreement, such Seller may retain possession thereof on behalf of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and shall be entitled to make use thereof as may be required to service the Purchased Assets and to meet legal, regulatory, tax, accounting and auditing requirements. Notwithstanding the foregoing, each Seller shall be allowed to retain a copy of all such books and records, if so required by its internal recordkeeping policies or Requirements of Law.
(f) After the applicable Cut-Off Date, the Depositor shall have the sole right to receive all Collections with respect to the related Loans. Notwithstanding the foregoing, such Seller in its capacity as a Subservicer may receive Collections on the related Loans for the Depositor Transfers effected pursuant to the Sale and Servicing Agreement. Such Seller agrees to pay to the Depositor all payments on the related Loans that are received Prospectus or Rule 144) of Registrable Securities made or effected by such Seller, as Subservicer under the Sale and Servicing Agreement, after the applicable Cut-Off Date, as applicable. If such Seller is not acting as Subservicer under the Sale and Servicing Agreement, such Seller shall forward all checks, deposits and other payments in respect of the related Loans and any other Purchased Assets to the Collection Account as promptly as possible after the date of processing of such Collectionsit, but in no event later than five (5) Business Days after such Transfer. Each such Seller shall specify the second Business Day following name, address and tax identification number of each transferee, together with the date amount of processing Registrable Securities transferred to such Collectionstransferee.
(gd) Such Seller will not change its name, its type or jurisdiction shall promptly notify Neon if it shall have become an "affiliate" of organization, or its organizational identification number without first delivering to Neon within the Depositor and the Depositor Loan Trustee for the benefit meaning of the Depositor an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of ownership interests of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor in the related Loans have been taken or madeRule 144(a).
(he) With respect Seller shall not take, directly or indirectly, any action designed to any Renewal that is effected on any day that is not within the Revolving Periodcause or result in, or which might reasonably be expected to constitute, the applicable manipulation or stabilization of the price of Common Stock or of any other securities of Neon. Seller shall, will use its best efforts to maintain an orderly market when distributing the Registrable Securities.
(f) The information pertaining to Seller provided or which will be provided to Neon by or on behalf of each such Seller for inclusion under the caption "Selling Stockholders" in each Prospectus will be complete and accurate in all material respects as soon to such Seller as practicable, but in no event later than the second Business Day following of the date of such Renewal, deliver to the Servicer for deposit into the Principal Distribution Account pursuant to Section 2.11 of the Sale and Servicing Agreement an amount in immediately available funds equal to the Terminated Loan Price with respect to the related Terminated Loan. Each Seller, by effecting a Renewal is deemed to represent and warrant that it has sufficient funds to cause such payment to be made, and accuracy of such representation and warranty is a precondition of such Seller’s right or power (and any Servicer or Subservicer’s right or power) to effect a RenewalProspectus.
(i) Such Seller shall not acquire any Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Neon Communications Inc)
