Common use of Loans in Litigation Clause in Contracts

Loans in Litigation. With respect to any Loan sold pursuant to this Agreement, which is the subject of any type of pending litigation, Buyer shall notify Seller's Regional Counsel, 1910 Pacific Avenue, Dallas, Texxx 00000, xxxxxx xxxxxxx (00) Xxxxxxxx Days of the Loan Sale Closing Date of the name of the attorney selected by Buyer to represent Buyer's interests in the litigation. Buyer shall, within fifteen (15) Business Days of the Loan Sale Closing Date, notify the clerk of the court or other appropriate official and all counsel of record that ownership of the Loan was transferred from Seller to Buyer. Buyer shall have its attorney file appropriate pleadings and other documents and instruments with the court or other appropriate body within twenty (20) Business Days of the Loan Sale Closing Date, substituting Buyer's attorney for Seller's attorney and also removing Seller as a party to the litigation and substituting Buyer as the real party-in-interest. Except as provided in the next succeeding sentence, should Buyer fail to comply with the provisions of this section within twenty (20) Business Days after the Loan Sale Closing Date, Seller may, at its option, dismiss with or without prejudice or withdraw from, any such pending litigation. In the event that Buyer shall be unable, as a matter of applicable law, to cause Seller to be replaced by Buyer as party-in-interest in any such litigation, Buyer shall provide to Seller's Regional Counsel at the address specified above within twenty (20) Business Days of the Loan Sale Closing Date a legal opinion of Buyer's legal counsel, qualified in the relevant Foreign Jurisdiction, to such effect and stating the reasons for such failure. In such event, (i) Buyer shall Federal Deposit Insurance Corporation Reliance Bank Loan Sale Agreement White Plains, NY Version 1.4 cause its attorney to conduct such litigation at Buyer's sole cost and expense; (ii) Buyer shall cause the removal of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible under applicable law; (iii) Buyer shall use its best efforts to cause such litigation to be resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv) Seller shall cooperate with Buyer and Buyer's attorney as reasonably required in Seller's sole judgment to bring such litigation or any settlement relating thereto to a reasonable and prompt conclusion; (v) no settlement shall be agreed upon by Buyer or its agents or counsel without the express prior written consent of Seller, unless such settlement includes an irrevocable and complete waiver and release of any and all potential claims against Seller in relation to such litigation or the subject Loans or Obligations by any person, including without limitation Buyer and any Borrower, and any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and expenses relating thereto are expressly agreed, duly, validly and enforceably, to be paid by Buyer without recourse of any kind to Seller; and (vi) Buyer shall pay all costs and expenses of Seller and Seller's counsel, if any, engaged in connection with such litigation as provided for in the next succeeding sentence. Buyer agrees to reimburse Seller, upon demand, for Seller's legal expenses in such litigation. Buyer shall pay all of the costs and expenses incurred by it in connection with the actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses and court costs, and agrees to payor reimburse Seller, upon demand, for Seller's legal expenses in connection with such litigation incurred on or after the Loan Sale Closing Date, including the dismissal thereof or withdrawal therefrom.

Loans in Litigation. With respect to any Loan sold pursuant to this Agreement, which is the subject of any type of pending litigation, Buyer shall notify Seller's Regional Counsel, 1910 Pacific Avenue1000 Xxxxx Xxxxxx, Dallas, Texxx 00000Texas 75201, xxxxxx xxxxxxx within fifteen (0015) Xxxxxxxx Business Days of the Loan Sale Closing Date of the name of the attorney selected by Buyer to represent Buyer's interests in the litigation. Buyer shall, within fifteen (15) Business Days of the Loan Sale Closing Date, notify the clerk of the court or other appropriate official and all counsel of record that ownership of the Loan was transferred from Seller to Buyer. Buyer shall have its attorney file appropriate pleadings and other documents and instruments with the court or other appropriate body within twenty (20) Business Days of the Loan Sale Closing Date, substituting Buyer's attorney for Seller's attorney and also removing Seller as a party to the litigation and substituting Buyer as the real party-in-interest. Except as provided in the next succeeding sentence, should Buyer fail to comply with the provisions of this section within twenty (20) Business Days after the Loan Sale Closing Date, Seller may, at its option, dismiss with or without prejudice or withdraw from, any such pending litigation. In the event that Buyer shall be unable, as a matter of applicable law, to cause Seller to be replaced by Buyer as party-in-interest in any such litigation, Buyer shall provide to Seller's Regional Counsel at the address specified above within twenty (20) Business Days of the Loan Sale Closing Date a legal opinion of Buyer's legal counsel, qualified in the relevant Foreign Jurisdictionjurisdiction, to such effect and stating the reasons for such failure. In such event, (i) Buyer shall Federal Deposit Insurance Corporation Reliance Bank Loan Sale Agreement White Plains, NY Version 1.4 cause its attorney to conduct such litigation at Buyer's sole cost and expense; (ii) Buyer shall cause the removal of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible under applicable law; (iii) Buyer shall use its best efforts to cause such litigation to be resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv) Seller shall cooperate with Buyer and Buyer's attorney as reasonably required in Seller's sole judgment to bring such litigation or any settlement relating thereto to a reasonable and prompt conclusion; (v) no settlement shall be agreed upon by Buyer or its agents or counsel without the express prior written consent of Seller, unless such settlement includes an irrevocable and complete waiver and release of any and all potential claims against Seller in relation to such litigation or the subject Loans or Obligations by any person, including without limitation Buyer and any Borrower, and any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and expenses relating thereto are expressly agreed, duly, validly and enforceably, to be paid by Buyer without recourse of any kind to Seller; and (vi) Buyer shall pay all costs and expenses of Seller and Seller's counsel, if any, engaged in connection with such litigation as provided for in the next succeeding sentence. Buyer agrees to reimburse Seller, upon demand, for Seller's legal expenses in such litigation. Buyer shall pay all of the costs and expenses incurred by it in connection with the actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses and court costs, and agrees to payor pay or reimburse Seller, upon demand, for Seller's legal expenses in connection with such litigation incurred on or after the Loan Sale Closing Date, including the dismissal thereof or withdrawal therefrom.

Loans in Litigation. With respect to any Loan sold pursuant to this Agreement, which is the subject of any type of pending litigation, whether offensive or defensive, Buyer shall agrees to notify Seller's ’s Regional Counsel, 1910 Pacific Avenue0000 Xxxxx Xxxxxx, Dallas, Texxx 00000Texas 75201, xxxxxx xxxxxxx (00) Xxxxxxxx within 15 Business Days of the Loan Sale Closing Date of the name of the attorney selected by Buyer to represent Buyer's ’s interests in the litigation. Buyer shallagrees to, within fifteen (15) 15 Business Days of the Loan Sale Closing Date, notify the clerk of the court or other appropriate official and all counsel of record that ownership of the Loan was transferred from Seller to Buyer. Buyer shall agrees to have its attorney file appropriate pleadings and other documents and instruments with the court or other appropriate body within twenty (20) 20 Business Days of the Loan Sale Closing Date, substituting Buyer's ’s attorney for Seller's ’s attorney and also removing Seller as a party to the litigation and substituting Buyer as the real party-in-interest. In connection with such removal and substitution, Buyer must substitute funds for any existing bond or funds deposited with the court by or for Seller or any predecessor and must pay the amount of the bond or deposited funds to Seller within 20 Business Days of the Loan Sale Closing Date. Except as provided in the next succeeding sentence, should Buyer fail to comply with the provisions of this section Section 5.7 within twenty (20) 20 Business Days after the Loan Sale Closing Date, Seller may, at its option, dismiss with or without prejudice or withdraw from, any such pending litigation. In the event that Buyer shall be is unable, as a matter of applicable law, to cause Seller to be replaced by Buyer as party-in-interest in any such litigation, Buyer shall agrees to provide to Seller's ’s Regional Counsel at the address specified above within twenty (20) 20 Business Days of the Loan Sale Closing Date a legal opinion of Buyer's ’s legal counsel, qualified in the relevant Foreign Jurisdictionjurisdiction, to such effect and stating the reasons for such failure. In such event, (i) Buyer shall Federal Deposit Insurance Corporation Reliance Bank Loan Sale Agreement White Plains, NY Version 1.4 agrees to cause its attorney to conduct such litigation at Buyer's ’s sole cost and expense; (ii) Buyer shall agrees to cause the removal of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible under applicable law; (iii) Buyer shall agrees to use its best efforts to cause such litigation to be resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv) Seller shall will cooperate with Buyer and Buyer's ’s attorney as reasonably required in Seller's ’s sole judgment to bring such litigation or any settlement relating thereto to a reasonable and prompt conclusion; (v) no settlement shall may be agreed upon by Buyer or its agents or counsel without the express prior written consent of Seller, unless such settlement includes an irrevocable and complete waiver and release of any and all potential claims against Seller in relation to such litigation or the subject Loans or Obligations by any person, including including, without limitation limitation, Buyer and any Borrower, and any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and expenses relating thereto are expressly agreed, duly, validly and enforceably, to be paid by Buyer without recourse of any kind to Seller; and (vi) Buyer shall agrees to pay all costs and expenses of Seller and Seller's ’s counsel, if any, engaged in connection with such litigation as provided for in the next succeeding sentence. Buyer agrees to reimburse Seller, upon demand, for Seller's ’s legal expenses in such litigation. Buyer shall agrees to pay all of the costs and expenses incurred by it in connection with the actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses and court costs, and agrees to payor pay or reimburse Seller, upon demand, for Seller's ’s legal expenses in connection with such litigation incurred on or after the Loan Sale Closing Date, including the dismissal thereof or withdrawal therefrom.. For purposes of Section 5.7, if any Loan is subject to litigation in the name of a subsidiary or affiliate of Seller, rather than in the name of Seller, then the provisions of Section

Loans in Litigation. With respect to any Loan sold pursuant to this Agreement, which LSA that is the subject of any type of pending litigation, Buyer shall notify Seller's Regional Counselwhether offensive or defensive, 1910 Pacific AvenueXxxxx agrees to provide Seller with notice, Dallasat the addresses specified in Article VIII, Texxx 00000, xxxxxx xxxxxxx (00) Xxxxxxxx within 15 Business Days of the Loan Sale Closing Date Date, of the name of the attorney selected by Buyer Xxxxx to represent Buyer's Xxxxx’s interests in the litigation. Buyer shallXxxxx agrees to, within fifteen (15) 15 Business Days of the Loan Sale Closing Date, notify the clerk of the court or other appropriate official and all counsel of record that ownership of the Loan was transferred from Seller to Buyer. Buyer shall Xxxxx agrees to have its attorney file appropriate pleadings and other documents and instruments with the court or other appropriate body within twenty (20) 20 Business Days of the Loan Sale Closing Date, substituting Buyer's ’s attorney for Seller's Xxxxxx’s attorney and also removing Seller as a party to the litigation and substituting Buyer as the real party-in-interest. In connection with such removal and substitution, Buyer must substitute funds for any existing bond or funds deposited with the court by or for Seller or any predecessor and must pay the amount of the bond or deposited funds to Seller within 20 Business Days of the Closing Date. Except as provided in the next succeeding sentence, should Buyer fail to comply with the provisions of this section Section 5.7 within twenty (20) 20 Business Days after the Loan Sale Closing Date, Seller may, at its option, dismiss with or without prejudice or withdraw from, any such pending litigation. In the event that Buyer shall be Xxxxx is unable, as a matter of applicable law, to cause Seller to be replaced by Buyer Xxxxx as party-in-interest in any such litigation, Buyer shall Xxxxx agrees to provide to Seller's Regional Counsel Seller with notice, at the address addresses specified above in Article VIII, within twenty (20) 20 Business Days of the Loan Sale Closing Date Date, including a legal opinion of Buyer's Xxxxx’s legal counsel, qualified in the relevant Foreign Jurisdictionjurisdiction, to such effect and stating the reasons for such failure. In such event, (i1) Buyer shall Federal Deposit Insurance Corporation Reliance Bank Loan Sale Agreement White Plains, NY Version 1.4 Xxxxx agrees to cause its attorney to conduct such litigation at Buyer's Xxxxx’s sole cost and expense; (ii2) Buyer shall agrees to cause the removal of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible under applicable law; (iii3) Buyer shall agrees to use its best efforts to cause such litigation to be resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv4) Seller shall will cooperate with Buyer Xxxxx and Buyer's Xxxxx’s attorney as reasonably required in Seller's ’s sole judgment to bring such litigation or any settlement relating thereto to such litigation to a reasonable and prompt conclusion; (v5) no settlement shall may be agreed upon by Buyer or its agents or counsel without the express prior written consent of Seller, unless such settlement includes an irrevocable and complete waiver and release of any and all potential claims against Seller in relation to such litigation or the subject Loans or Obligations by any person, including including, without limitation limitation, Buyer and any BorrowerObligor, and any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs costs, and expenses relating thereto to such litigation are duly and expressly agreed, dulyvalid, validly and enforceablyenforceable, to be paid by Buyer Xxxxx without recourse of any kind to Seller; and (vi6) Buyer shall Xxxxx agrees to pay all costs and expenses of Seller and Seller's Xxxxxx’s counsel, if any, engaged in connection with such litigation as provided for in the next succeeding sentence. Buyer Xxxxx agrees to reimburse Seller, upon demand, for Seller's Xxxxxx’s legal expenses in such litigation. Buyer shall Xxxxx agrees to pay all of the costs and expenses incurred by it in connection with the actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses and court costs, and agrees to payor pay or reimburse Seller, upon demand, for Seller's ’s legal expenses in connection with such litigation incurred on or after the Loan Sale Closing Date, including the dismissal thereof of or withdrawal therefromfrom such litigation. For purposes of Section 5.7, if any Loan is subject to litigation in the name of a subsidiary or affiliate of Seller, rather than in the name of Seller, then the provisions of Section 5.7 will apply to Buyer as though Seller were the named party in the litigation.

Loans in Litigation. With respect to any Loan sold pursuant to this Agreement, which is the subject of any type of pending litigation, Buyer shall whether offensive or defensive, Xxxxx agrees to notify Seller's ’s Regional Counsel, 1910 Pacific Avenue0000 Xxxxx Xxxxxx, Dallas, Texxx 00000Texas 75201, xxxxxx xxxxxxx (00) Xxxxxxxx within 15 Business Days of the Loan Sale Closing Date of the name of the attorney selected by Buyer to represent Buyer's Xxxxx’s interests in the litigation. Buyer shallXxxxx agrees to, within fifteen (15) 15 Business Days of the Loan Sale Closing Date, notify the clerk of the court or other appropriate official and all counsel of record that ownership of the Loan was transferred from Seller to Buyer. Buyer shall Xxxxx agrees to have its attorney file appropriate pleadings and other documents and instruments with the court or other appropriate body within twenty (20) 20 Business Days of the Loan Sale Closing Date, substituting Buyer's ’s attorney for Seller's Xxxxxx’s attorney and also removing Seller as a party to the litigation and substituting Buyer as the real party-in-interest. In connection with such removal and substitution, Buyer must substitute funds for any existing bond or funds deposited with the court by or for Seller or any predecessor and must pay the amount of the bond or deposited funds to Seller within 20 Business Days of the Loan Sale Closing Date. Except as provided in the next succeeding sentence, should Buyer Xxxxx fail to comply with the provisions of this section Section 5.7 within twenty (20) 20 Business Days after the Loan Sale Closing Date, Seller may, at its option, dismiss with or without prejudice or withdraw from, any such pending litigation. In the event that Buyer shall be Xxxxx is unable, as a matter of applicable law, to cause Seller to be replaced by Buyer Xxxxx as party-in-interest in any such litigation, Buyer shall Xxxxx agrees to provide to Seller's ’s Regional Counsel at the address specified above within twenty (20) 20 Business Days of the Loan Sale Closing Date a legal opinion of Buyer's Xxxxx’s legal counsel, qualified in the relevant Foreign Jurisdictionjurisdiction, to such effect and stating the reasons for such failure. In such event, (i) Buyer shall Federal Deposit Insurance Corporation Reliance Bank Loan Sale Agreement White Plains, NY Version 1.4 Xxxxx agrees to cause its attorney to conduct such litigation at Buyer's Xxxxx’s sole cost and expense; (ii) Buyer shall agrees to cause the removal of Seller and substitution of Buyer as party-in-interest in such litigation at the earliest time possible under applicable law; (iii) Buyer shall agrees to use its best efforts to cause such litigation to be resolved by judgment or settlement in as reasonably efficient a manner as practical; (iv) Seller shall will cooperate with Buyer Xxxxx and Buyer's Xxxxx’s attorney as reasonably required in Seller's ’s sole judgment to bring such litigation or any settlement relating thereto to a reasonable and prompt conclusion; (v) no settlement shall may be agreed upon by Buyer or its agents or counsel without the express prior written consent of Seller, unless such settlement includes an irrevocable and complete waiver and release of any and all potential claims against Seller in relation to such litigation or the subject Loans or Obligations by any person, including including, without limitation limitation, Buyer and any Borrower, and any and all losses, liabilities, claims, causes of action, damages, demands, taxes, fees, costs and expenses relating thereto are expressly agreed, duly, validly and enforceably, to be paid by Buyer without recourse of any kind to Seller; and (vi) Buyer shall agrees to pay all costs and expenses of Seller and Seller's ’s counsel, if any, engaged in connection with such litigation as provided for in the next succeeding sentence. Buyer Xxxxx agrees to reimburse Seller, upon demand, for Seller's Xxxxxx’s legal expenses in such litigation. Buyer shall Xxxxx agrees to pay all of the costs and expenses incurred by it in connection with the actions provided for in this Section 5.7, including, without limitation, all legal fees and expenses and court costs, and agrees to payor pay or reimburse Seller, upon demand, for Seller's ’s legal expenses in connection with such litigation incurred on or after the Loan Sale Closing Date, including the dismissal thereof or withdrawal therefrom.. For purposes of Section 5.7, if any Loan is subject to litigation in the name of a subsidiary or affiliate of Seller, rather than in the name of Seller, then the provisions of Section