Common use of Market Value Determinations Clause in Contracts

Market Value Determinations. Buyer may determine the Market Value of any or all Purchased Mortgage Loans from time to time and with such frequency (which, for the avoidance of doubt, may be daily), and taking into consideration such factors, as it may elect in its sole good faith discretion, including current market conditions and the fact that the Purchased Mortgage Loans may be sold or otherwise disposed of under circumstances where Seller is in default under this Agreement; provided that a Market Value of zero shall be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. Buyer’s determination of Market Value of Purchased Mortgage Loans will be made using Buyer’s customary methods for determining the price of comparable mortgage loans under the market conditions and Seller’s status prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of Seller’s Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will not be equivalent to a determination by Buyer of the Market Value of the Purchased Mortgage Loans made when, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. Buyer’s good faith determination of Market Value shall be conclusive upon the Parties.

Market Value Determinations. Buyer Administrative Agent may determine the Market Value of any or all Purchased Mortgage Loans from time to time and with such frequency (which, for the avoidance of doubt, may be daily), and taking into consideration such factors, as it may elect elect, in its sole good faith discretion, including including, but not limited to, current market conditions and the fact that the Purchased Mortgage Loans may be sold or otherwise disposed of under circumstances where any Seller is in default under this Agreement; provided provided, however, that a Market Value of zero shall be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. BuyerAdministrative Agent’s determination of Market Value of Purchased Mortgage Loans will be made using BuyerAdministrative Agent’s customary methods for determining the price of comparable mortgage loans under the market conditions and each Seller’s status prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer Administrative Agent in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of a Seller’s Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will not be equivalent to a determination by Buyer Administrative Agent of the Market Value of the Purchased Mortgage Loans made when, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. BuyerAdministrative Agent’s good faith determination of Market Value shall be conclusive upon the Parties.

Market Value Determinations. Buyer Administrative Agent may determine the Market Value Values of any or all MBS and Purchased Mortgage Loans from time to time and with such frequency as Administrative Agent may elect (which, for the avoidance of doubt, may can be daily), and taking into consideration such factors, ) as it may elect in its sole good faith discretion, including current market conditions and the fact that the follows: (i) Administrative Agent’s determination of Market Value of Purchased Mortgage Loans may and of MBS will be sold or otherwise disposed of under circumstances where Seller is for the limited purposes specified in default under this Agreement; provided that ; (ii) a Market Value of zero shall will be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. Buyer; (iii) Administrative Agent’s determination of Market Value of Purchased Mortgage Loans will be made using BuyerCL’s or its successor in interest’s (or, if Administrative Agent shall have ceased using on a regular basis CL or CL’s successor in interest’s valuation services for any reason, an active secondary market participant’s (which may be a division or an Affiliate of Chase)) customary methods for determining the price of comparable mortgage loans under the market conditions and Seller’s status prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer Administrative Agent reasonably and in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of Seller’s Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will would not be equivalent to a determination by Buyer of the Market Value fair market value of the Purchased Mortgage Loans made whenby obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. Buyer; and (iv) Administrative Agent’s good faith determination of Market Value shall be conclusive upon on the PartiesParties absent manifest error; provided however that if Seller disputes, in good faith, Administrative Agent’s determination of Market Value, Administrative Agent shall confer with Seller to provide information regarding Administrative Agent’s determination of Market Value; provided further that the forgoing shall not preclude Administrative Agent from issuing a Margin Call pursuant to the terms hereof.

Market Value Determinations. Buyer may determine the Market Value of any or all Purchased Mortgage Loans from time to time and with such frequency (which, for the avoidance of doubt, may be daily), and taking into consideration such factors, as it may elect in its sole good faith discretion, including current market conditions and the fact that the Purchased Mortgage Loans may be sold or otherwise disposed of under circumstances where Seller is Sellers are in default under this Agreement; provided that a Market Value of zero shall be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. Buyer’s determination of Market Value of Purchased Mortgage Loans will be made using Buyer’s customary methods for determining the price of comparable mortgage loans under the market conditions and Seller’s status Sellers’ statuses prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of Seller’s Sellers’ Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will not be equivalent to a determination by Buyer of the Market Value of the Purchased Mortgage Loans made when, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s Sellers’ transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. Buyer’s good faith determination of Market Value shall be conclusive upon the Parties.

Market Value Determinations. Buyer Administrative Agent may determine the Market Value Values of any or all MBS and Purchased Mortgage Loans from time to time and with such frequency as Administrative Agent may elect (which, for the avoidance of doubt, may can be daily), and taking into consideration such factors, ) as it may elect in its sole good faith discretion, including current market conditions and the fact that the follows: (i) Administrative Agent’s determination of Market Value of Purchased Mortgage Loans may and of MBS will be sold or otherwise disposed of under circumstances where Seller is for the limited purposes specified in default under this Agreement; provided that ; (ii) a Market Value of zero shall will be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. Buyer; (iii) Administrative Agent’s determination of Market Value of Purchased Mortgage Loans will be made using BuyerCL’s or its successor in interest’s (or, if Administrative Agent shall have ceased using on a regular basis CL or CL’s successor in interest’s valuation services for any reason, an active secondary market participant’s (which may be a division or an Affiliate of Chase)) customary methods for determining the price of comparable mortgage loans under the market conditions and Seller’s status prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer Administrative Agent reasonably and in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of Seller’s Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will would not be equivalent to a determination by Buyer of the Market Value fair market value of the Purchased Mortgage Loans made whenby obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. Buyer; and (iv) Administrative Agent’s good faith determination of Market Value shall be conclusive upon on the PartiesParties absent manifest error.

Market Value Determinations. Buyer may determine the Market Value of any or all Purchased Mortgage Loans from time to time and with such frequency (which, for the avoidance of doubt, may be daily), and taking into consideration such factors, as it may elect in its sole good faith discretion, including current market conditions and the fact that the Purchased Mortgage Loans may be sold or otherwise disposed of under circumstances where Seller is in default under this Agreement; provided that a Market Value of zero shall be assigned to any Purchased Mortgage Loan that, at the time of determination, is not an Eligible Mortgage Loan. Buyer’s determination of Market Value of Purchased Mortgage Loans will be made using Buyer’s customary methods for determining the price of comparable mortgage loans under the market conditions and Seller’s status prevailing at the time of determination, will not be equivalent to a determination of the fair market value of the Purchased Mortgage Loans made by obtaining competing bids under circumstances where the bidders have adequate opportunity to perform customary mortgage loan and servicing due diligence and, if (1) any Default or Event of Default has occurred and is continuing, (2) Buyer in good faith believes that a secondary market Mortgage Loan purchaser would materially discount the likelihood of realization on any of Seller’s Mortgage Loan transfer warranties or (3) the market for comparable Mortgage Loans is illiquid or otherwise disorderly at the time, such determination will not be equivalent to a determination by Buyer of the Market Value of the Purchased Mortgage Loans made when, as applicable in the circumstances, (A) the originator/servicer is not in default, (B) the likelihood of realization on Seller’s transfer warranties is not materially discounted and/or (C) the market for comparable Mortgage Loans is not illiquid or otherwise disorderly. Upon Seller’s written request made at or after payment of any Margin Call, Buyer will use commercially reasonable efforts to promptly provide Seller a list of Purchased Mortgage Loans then subject to Transactions and the Market Value of each as determined by Buyer; provided that (i) Buyer’s failure to timely provide such list, Buyer’s determination of the Market Value of any one or more Purchased Mortgage Loans or the means or methods used by Buyer to determine such Market Values shall not give rise to any liability of Buyer or waive, excuse or defer performance of any obligation of Seller, (ii) Seller may not delay payment of any Margin Call or payment or performance of any other obligation on account of (x) Buyer’s delayed delivery or nondelivery of such list or (y) Buyer’s determination of or Seller’s disagreement with any such Market Value, and (iii) without regard to whether any such list shall be requested or furnished, Buyer’s good faith determination of Market Value shall be conclusive upon and binding on the Partiesparties unless and until adjusted by Buyer because of an error, if any, in such determination, and no such error or adjustment shall give rise to any liability of Buyer or waive, excuse or defer performance of any obligation of Seller.