Improper Loans. To the extent Servicer maintains licenses necessary to own such Loans, Servicer shall purchase from Lender any Loan found to be improperly, illegally or fraudulently originated, or originated in violation of Applicable Law or the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, however, that as a condition to such purchase, Lender shall assign its entire right, title and interest in such improperly, illegally or fraudulently originated or violative Loan to Servicer. To the extent Servicer does not maintain the necessary licenses to own such Loans, Lender instead shall grant to Servicer an Economic Participation in all such Loans for an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent Servicer later obtains the necessary licenses to own any such Loan, Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens on the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third party.
Appears in 1 contract
Samples: Loan Origination Agreement
Improper Loans. To If either Lender or Servicer becomes aware of an Improper Loan, it shall provide notice of such Improper Loan to the extent Servicer maintains licenses necessary other Party, and Servicer, in its discretion, shall either (a) cure the circumstance causing the applicable Loan to own be an Improper Loan within 30 days of such Loans, Servicer notice or (b) shall purchase (or cause its designee to purchase) from Lender any such Improper Loan found to be improperly, illegally or fraudulently originated, or originated in violation of Applicable Law or the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, however, that as a condition to such purchase, therewith Lender shall assign its entire right, title and interest in such improperly, illegally or fraudulently originated or violative Improper Loan to ServicerServicer (or its designee). To Notwithstanding the extent foregoing, if Servicer (or its designee) does not maintain possess the licenses necessary licenses to own such LoansImproper Loan, Lender instead shall grant to Servicer (or its designee) an Economic Participation in all such Loans Improper Loan in exchange for Servicer (or its designee) paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent if Servicer (or its designee) later obtains the licenses necessary licenses to own any such Loan, Improper Loan then Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a such Improper Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer (or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens on the effective date of transferits designee). Servicer shall not (or its designee) may further transfer assign any Economic Participation it owns holds in a Loan (in whole or in part) without Lender’s prior written consent; providedan Improper Loan, that Servicer may transfer any Economic CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), and Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a such Improper Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third partytransferee.
Appears in 1 contract
Improper Loans. To If either Lender or Servicer becomes aware of an Improper Loan, it shall provide notice of such Improper Loan to the extent Servicer maintains licenses necessary to own such Loansother Party, and Servicer shall either, in its discretion, (a) cure the circumstance causing the applicable Loan to be an Improper Loan within 30 days of such notice or (b) shall purchase (or cause its designee to purchase) from Lender any such Improper Loan found to be improperly, illegally or fraudulently originated, or originated in violation of Applicable Law or the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing Agreement or otherwiseAgreement), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, however, that as a condition to such purchase, therewith Lender shall assign its entire right, title and interest in such improperlyImproper Loan to Servicer (or its designee) and the servicing of such Improper Loan shall be released from the servicing under the Servicing Agreement; provided, illegally or fraudulently originated or violative however, Lender’s obligation to sell an Improper Loan to Servicer’s designee pursuant to this Section 2.07 shall be subject to Lender’s compliance with any applicable legal or regulatory requirements in respect of such proposed designee (including, without limitation, any applicable “know your customer” and similar requirements). To Notwithstanding the extent foregoing, if Servicer does not maintain possess the licenses necessary licenses to own such LoansImproper Loan and such Improper Loan and Lender’s ownership thereof does not violate applicable Law, then Lender instead shall grant solely to Servicer (and not its designee) an Economic Participation in all such Loans Improper Loan in exchange for Servicer paying Lender an amount equal to the Outstanding Balance of such Improper Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Improper Loan pursuant to the Servicing Agreement or otherwiseEconomics Agreement), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent if Servicer later obtains the licenses necessary licenses to own any such Loan, Improper Loan then Lender shall, upon Servicer’s request and at no additional costrequest, transfer Lender’s legal title to a such Improper Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any the servicing of such transfer or Economic Participation Improper Loan shall be without representation, warranty or recourse of any kind, other than that released from the Loans are owned by Lender free and clear of any Liens on servicing under the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third partyServicing Agreement.
Appears in 1 contract
Samples: Facility Loan Origination Agreement (GreenSky, Inc.)
Improper Loans. To the extent Servicer maintains licenses necessary to own such Loans, Servicer shall purchase from Lender any Loan found to be improperly, illegally or fraudulently originated, or originated in violation of Applicable Law or the terms of this Origination Agreement, by paying Lender an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, however, that as a condition to such purchase, Lender shall assign its entire right, title and interest in such improperly, illegally or fraudulently originated or violative Loan to Servicer. To the extent Servicer does not maintain the necessary licenses to own such Loans, Lender instead shall grant to Servicer an Economic Participation in all such Loans for an amount equal to the Outstanding Balance of such Loan (except to the extent that Lender previously has been paid for the Outstanding Balance of such Loan pursuant to the Servicing Agreement or otherwise), and all costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection therewith; provided, that, to the extent Servicer later obtains the necessary licenses to own any such Loan, Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to Servicer pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender and Servicer. Any such transfer or Economic Participation shall be without representation, warranty or recourse of any kind, other than that the Loans are owned by Lender free and clear of any Liens on the effective date of transfer. Servicer shall not further transfer any Economic Participation it owns in a Loan (in whole or in part) without Lender’s prior written consent; provided, that Servicer may transfer any Economic CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Participation it owns in a Loan that is less than 120 days past due without Lender’s consent to the extent that, in connection with the transfer of such Economic Participation, Servicer also arranges for the transfer of Lender’s legal title to such Loan to a third party. Notwithstanding anything to the contrary herein, Servicer shall not transfer any Economic Participation in a Loan that is 120 days or more past due without the consent of Lender. In connection with Servicer’s transfer of an Economic Participation in compliance with this Section 2.06 (including Lender’s consent requirements, if applicable), Lender shall, upon Servicer’s request and at no additional cost, transfer Lender’s legal title to a Loan to the transferee of such Economic Participation. To the extent Lender’s legal title to a Loan is transferred to a third party in connection with Servicer’s transfer of an Economic Participation pursuant to the preceding sentences or otherwise, in each case pursuant to this section, such assignment and sale shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Lender. Nothing in this Section 2.06 shall be interpreted to limit any other legal or equitable rights or remedies available to Lender against Servicer or any third party.
Appears in 1 contract
