Common use of Regulatory Termination Event Clause in Contracts

Regulatory Termination Event. Lender may, upon 90 days prior written notice to Servicer (or such shorter time period as is required by a Governmental Authority or by applicable Law), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect (any such event, a “Regulatory Termination Event”), in each case subject to the right of Servicer to cure such breach, violation, contravention, conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable by Servicer. In the event of a termination, Lender shall continue to be obligated to fund all unfunded Loans that conform to the Credit Policy approved on or before the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited from doing so by the Governmental Authority. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.

Regulatory Termination Event. Lender maymay terminate this Origination Agreement and its obligations hereunder, either in whole or with respect to one or more Program Agreements as elected by Lender, upon 90 sixty (60) days prior written notice to Servicer (or such shorter time period as is less if required by a Governmental Authority or by the applicable Law), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authority, ) if Lender receives written notification from a Governmental Authority indicating that this Agreement, or any of the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement transactions contemplated hereby, breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in (or any material respect, (binterpretation thereof by such Governmental Authority) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect including, but not limited to, any determination by such Governmental Authority that this Agreement and the transactions contemplated hereby violate or exceed any applicable legal lending limit to which the Lender is subject (any such event, a “Regulatory Termination Event”), in each case subject to the right of Servicer (to the extent such breach, violation, contravention or conflict arises by reason of actions taken (or omitted to be taken) by the Servicer hereunder or otherwise by reason of the operations, financial condition, reputation or creditworthiness of the Servicer) to cure such breach, violation, contravention, contravention or conflict or restriction within 30 such sixty days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes (if such Regulatory Termination Event cure period is curable permitted by Servicersuch Governmental Authority). In the event of a terminationtermination by reason of a Regulatory Termination Event, Lender shall continue to be obligated to fund (i) originate all unfunded Loans that conform to the Credit Policy that have been previously approved on or before as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from doing so by the Governmental Authority. In Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the event Lender receives a binding and valid cease and desist order or other Order from a termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right) unless, in either case, the applicable Governmental Authority preventing it prohibits or restricts Lender from lawfully funding and originating Loans under this Loan Origination continuing to take such actions or making such payments. Notwithstanding any provision hereof in the Servicing Agreement, the cure periods set forth above in Lender shall not be liable for any general, direct, indirect, ordinary, special, consequential or other damages of any kind or nature incurred or sustained by the Servicer or otherwise arising out of the termination of this Agreement of the Servicing Agreement by reason of the termination of this Agreement pursuant to this Section 6.05 will not apply6.05.” c. The Origination Agreement is hereby amended by inserting a new Section 6.06 which shall read in its entirety as follows: “[*****]” d. The Origination Agreement is hereby amended by re-numbering existing Section 6.06 of the Origination Agreement as Section 6.07. 2. Except as expressly amended hereby, the Origination Agreement shall remain in full force and effect. 3. This Amendment may be executed and delivered by Lender may immediately cease its originating and funding Loans under this Loan Origination AgreementServicer in facsimile or PDF format and in any number of separate counterparts, all of which, when delivered, shall together constitute one and the same document.

Regulatory Termination Event. Lender may, may terminate this Origination Agreement with respect to any Program Agreement upon 90 days one (1) day prior written notice to Servicer if (or such shorter time period as is required by a Governmental Authority or by applicable Law), terminate this Loan Origination Agreement (ai) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect or (ii) Lender reasonably believes that in connection with a Program Agreement it will be at risk of violating or contravening (or becoming liable for violations or contraventions of) any such eventLaw, Order or Permit (a “Regulatory Termination Event”), in each case subject to the right of Servicer to cure such breach, violation, contravention, contravention or conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable by Servicerone (1) day. In the event of a termination, Lender shall continue to be obligated to fund (i) originate all approved but unfunded Loans that conform to the Credit Policy approved on or before Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from doing so the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). In the event of a Regulatory Termination Event, Lender shall request the respective Governmental Authority to allow Lender to share with Servicer all documentation concerning any adverse findings related to the Origination Agreement or the Servicing Agreement to the extent permitted by the Governmental Authorityapplicable Laws, and Lender will take all commercially reasonable actions to resolve any adverse findings and/or criticisms in an effort to assist Servicer to cure any such Regulatory Termination Event. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.

Regulatory Termination Event. Lender may, may terminate this Origination Agreement with respect to any Program Agreement upon 90 days one (1) day prior written notice to Servicer if (or such shorter time period as is required by a Governmental Authority or by applicable Law), terminate this Loan Origination Agreement (ai) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect or (ii) Lender reasonably believes that in connection with a Program Agreement it will be at risk of violating or contravening (or becoming liable for violations or contraventions of) any such eventLaw, Order or Permit (a “Regulatory Termination Event”), in each case subject to the right of Servicer to cure such breach, violation, contravention, contravention or conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable by Servicerone (1) day. In the event of a termination, Lender shall continue to be obligated to fund (i) originate all approved but unfunded Loans that conform to the Credit Policy approved on or before Underwriting Criteria as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any 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 commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from doing so the Performance Fee and Servicing Fee paid to Servicer) with respect to Loans originated under this Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). In the event of a Regulatory Termination Event, Lender shall request the respective Governmental Authority to allow Lender to share with Servicer all documentation concerning any adverse findings related to the Origination Agreement or the Servicing Agreement to the extent permitted by the Governmental Authorityapplicable Laws, and Lender will take all commercially reasonable actions to resolve any adverse findings and/or criticisms in an effort to assist Servicer to cure any such Regulatory Termination Event. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.

Regulatory Termination Event. Lender may, may terminate this Origination Agreement with respect to any Program Agreement upon 90 sixty (60) days prior written notice to Servicer (or such shorter time period as is less if required by a Governmental Authority or by the applicable Law), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect (any such event, a “Regulatory Termination Event”), in each case subject to the right of Servicer to cure such breach, violation, contravention, contravention or conflict or restriction within 30 such sixty (60) days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes if such Regulatory Termination Event cure period is curable permitted by Servicersuch Governmental Authority. In the event of a termination, Lender shall continue to be obligated to fund (i) originate all unfunded Loans that conform to the Credit Policy that have been previously approved on or before as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited until such time as all such Loans have been originated and (ii) pay Servicer the Performance Fee and Servicing Fee, less any commercially reasonable fees of the Successor Servicer in accordance with Section 4.02 of the Servicing Agreement (which Successor Servicer may be the Lender itself, in which case an amount equal to what would be considered commercially reasonable servicing fees will be deducted from doing so by the Governmental Authority. In the event Lender receives a binding Performance Fee and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Servicing Fee paid to Servicer) with respect to Loans originated under this Loan Origination Agreement prior to the termination hereof until such Loans have been repaid (provided Servicer does not exercise its Optional Purchase right). Notwithstanding any provision hereof in the Servicing Agreement, the cure periods set forth above in Lender shall not be liable for any general, direct, indirect, special, consequential or other damages of any kind or nature incurred or sustained by the Servicer or otherwise arising out of the termination of this Agreement of the Servicing Agreement by reason of the termination of this Agreement pursuant to this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement6.05.

Regulatory Termination Event. Lender may, upon 90 days prior written notice to Servicer (or such shorter time period as is required by a Governmental Authority or by applicable Law), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authority, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respect, (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect (any such event, a “Regulatory Termination Event”), in each case subject to the right of Servicer to cure such breach, violation, contravention, conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable by Servicer. In the event of a termination, Lender shall continue to be obligated to fund all approved but unfunded Loans that conform to the Credit Policy and all approved on or before but unfunded Category B Loans as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited from doing so by the Governmental Authority. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.

Regulatory Termination Event. Lender may, upon 90 60 days prior written notice to Servicer (or such shorter period of time period as is required by a Governmental Authority or by applicable LawGovernment Authority), terminate this Loan Origination Agreement (a) in whole or in part as may be required to meet the requirements of a Governmental Authoritywhole, if Lender receives written notification from a Governmental Authority indicating that the relationship created between Lender and Servicer by this Loan Origination Agreement and/or the Servicing Agreement breaches, violates, contravenes or conflicts with any Law, Order, or Permit applicable to Lender in any material respectrespect or such Government Authority otherwise requires the termination of this Loan Origination Agreement, or the relationship between Lender and Servicer, or (b) consistent with regulatory guidance obtained or derived by Lender in good faith from a Governmental Authority with jurisdiction over financial institutions; (c) in whole or in part, as applicable, if as a result of such Loan Origination Agreement or the Loans contemplated hereby, Lender is subject to unduly burdensome regulatory restrictions or (d) in part with respect to any Program Agreement, if Lender receives written notification from a Governmental Authority indicating that such Program Agreement breaches, violates, contravenes or conflicts with any applicable Law, Order, or Permit in any material respect (any such event, a “Regulatory Termination Event”). Lender will notify Servicer of the Regulatory Termination Event and make commercially reasonable efforts to provide Servicer with reasonably requested information concerning the Regulatory Termination Event and to resolve any adverse findings and/or criticisms in an effort to assist Servicer to cure any such Regulatory Termination Event. Lender will provide Servicer, in each case subject to the right of Servicer an opportunity to cure such breach, violation, contravention, conflict or restriction within 30 days after Servicer receives notice of the Regulatory Termination Event, to the extent that Lender reasonably believes such Regulatory Termination Event is curable within such 60 days (or such shorter period of time required by Servicera Government Authority). In the event of a termination, Lender shall continue to be obligated to fund all unfunded Loans that conform to the Credit Policy that have been approved on or before but not fully funded as of the day prior to the termination date set forth in the notice of the Regulatory Termination Event unless otherwise prohibited from doing so by the Governmental AuthorityEvent. In the event Lender receives a binding and valid cease and desist order or other Order from a Governmental Authority preventing it from lawfully funding and originating Loans under this Loan Origination Agreement, the cure periods set forth above in this Section 6.05 will not apply, and Lender may immediately cease its originating and funding Loans under this Loan Origination Agreement.