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Contract analysis / letter-to-halcyon-re-material-change-notice.docx
letter-to-halcyon-re-material-change-notice.docx
1009-00005 · 8 clauses
High · 2 Medium · 0 Standard · 2
I. Introduction and Purpose Standard
⚑ Commercial term
I. Introduction and Purpose Calderwood & Harkness LLP writes on behalf of its client, Skybridge Fintech Ltd., a Delaware corporation ("SBF"), in its capacity as originator and sponsor in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust. We appreciate the seriousness with which Halcyon Securities LLC ("Halcyon") has a
II. Acknowledgment of the Servicing-Data Discrepancy
II. Acknowledgment of the Servicing-Data Discrepancy SBF acknowledges that on April 22, 2024, Broadleaf Analytics Group LLC, the independent third-party due diligence provider engaged by Halcyon in connection with the offering of the Notes, identified material discrepancies between certain static-pool performance data set forth in the Preliminary OM and the actual underlying loan-tape records for the receivables pool
III. Root Cause Identification — Clearview Loan Servicing, Inc. Standard
⚑ Commercial term
III. Root Cause Identification — Clearview Loan Servicing, Inc. SBF's preliminary internal investigation, commenced on April 24, 2024, and conducted under the supervision of SBF's General Counsel and outside counsel, has identified the root cause of the Data Discrepancy as an error in the payment-application waterfall logic implemented by Clearview Loan Servicing, Inc. ("Clearview"), the third-party servicer of SBF's
IV. Clearview's Preliminary Response High
⚑ Indemnity / guarantee obligation
IV. Clearview's Preliminary Response On April 24, 2024, immediately following the commencement of SBF's internal investigation, SBF's General Counsel, Tomás Reyes, contacted Clearview Loan Servicing, Inc. to notify Clearview of Broadleaf's findings and to demand an immediate explanation and corrective action. Clearview, through its Vice President of Operations, Meredith Sloane, provided a preliminary response on the
V. SBF's Ongoing Remediation Efforts
V. SBF's Ongoing Remediation Efforts SBF has acted promptly and in good faith to investigate and remediate the Data Discrepancy. The following is a summary of the key remediation steps that SBF has undertaken and continues to pursue: Cross-Functional Remediation Team. SBF has assembled a cross-functional team, led by its Chief Financial Officer, Danielle Prescott, and its General Counsel, Tomás Reyes, to oversee all
VI. Response to Suspension of Marketing
VI. Response to Suspension of Marketing SBF understands Halcyon's decision to suspend marketing of the Notes pending resolution of the Data Discrepancy, and SBF acknowledges that this decision is prudent and appropriate under the circumstances. SBF does not object to the suspension at this time, as SBF agrees that no further distribution of the Preliminary OM, the investor presentation, or any other marketing materia
VII. Reservation of Rights High
⚑ Indemnity / guarantee obligation
VII. Reservation of Rights Without limiting the generality of any other reservation of rights set forth in this letter, SBF expressly reserves all of its rights and remedies under the PPA, the MSA, and applicable law, including without limitation: (a) All rights under the termination provisions of the PPA, including with respect to the allocation of expenses incurred in connection with the preparation and marketing o
VIII. Request for Continued Dialogue
VIII. Request for Continued Dialogue SBF values the relationship it has built with Halcyon over the course of the SkyLend Receivables Trust 2024-1 transaction and recognizes that the events described in this letter have placed that relationship under significant strain. SBF is committed to addressing the Data Discrepancy with the urgency, transparency, and professionalism that the situation demands. To that end, SBF