Common use of Repurchases at Company’s Option Clause in Contracts

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or (h) has occurred, or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the Transferor. IN NO EVENT WILL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN- INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The CompanyCompany may, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor Initial Member to repurchase an Asseta Loan, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, occurred or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset Loan a final, non- non-appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the TransferorInitial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset Loan back to the TransferorInitial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI A LOAN HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK BANKS OR ANY PREDECESSOR-IN- IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK BANKS OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The CompanyCompany may, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor Initial Member to repurchase an Assetpurchase a Loan, if, and only if, (i) (x) prior to the Closing Effective Date, one of the events described in Section 6.1(a), (b), (c), ) through (g) or (h) has occurred, occurred or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Cut-Off Date, there is issued by a court of competent jurisdiction with respect to such Asset Loan a final, non- appealable (unless the Transferor has agreed in writing that no appeal need be taken) court order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that is based upon or as a result of the acts or omissions of the Initial Member or the Failed Bank on or prior to the Cut-Off Date, and either requires the assignment and transfer of such Asset Loan back to the TransferorInitial Member or is a final non-appealable order that holds the Company liable to a Borrower for damages (exclusive of damages arising from the Company’s acts or omissions after the Servicing Transfer Date) in an amount that exceeds the unpaid principal balance of such Borrower’s Loan at the time of such Order and, with respect to which, in either case, the Action in which such Order is issued meets the other conditions set forth in Section 6.1(h) below. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI PURCHASE A LOAN HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON EVEN IN THE PART OF EVENT THAT IT IS SHOWN THAT THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK OR IN ANY PREDECESSOR-IN- INTEREST CAPACITY, OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE ITS DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) AGENTS KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, occurred or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- non-appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the Transferor. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN- INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, occurred or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- non-appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the Transferor. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN- IN­ INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or (h) has occurred, or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the Transferor. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFEROR, THE FDIC OR THE ANY FAILED BANK OR ANY PREDECESSOR-IN- INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE ANY FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or (h) has occurred, or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the Transferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the Transferor. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFEROR, THE FDIC OR THE ANY FAILED BANK OR ANY PREDECESSOR-IN- IN­ INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFEROR, THE FDIC OR THE ANY FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor Initial Member to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, occurred or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, (i) there is issued by a court of competent jurisdiction with respect to such Asset a final, non- non-appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the TransferorInitial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the TransferorInitial Member (unless the Initial Member has agreed in writing that no appeal need be taken), or (ii) the circumstances with respect to described in Section 2.10(b) have occurred. IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN- IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.OR

Repurchases at Company’s Option. The Company, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor Initial Member to repurchase an Asset, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, occurred or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset a final, non- non-appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the TransferorInitial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset back to the TransferorInitial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN- IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.OR

Repurchases at Company’s Option. The CompanyCompany may, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Transferor Initial Member to repurchase an Asseta Mortgage Loan, if, and only if, (i) (x) prior to the Closing Date, one of the events described in Section 6.1(a), (b), (c), (g) or through (h) has occurred, occurred or (y) as of the Closing Date, one of the statements of fact described in Section 6.1(d), (e), (f), (i) or (j) exists, or (ii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Asset Mortgage Loan a final, non- appealable (unless the Transferor has agreed in writing that no appeal need be taken) order or judgment or there is entered into, with the consent of the TransferorInitial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Asset Mortgage Loan back to the TransferorInitial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT WILL SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE AN ASSET PURSUANT TO THIS ARTICLE VI A MORTGAGE LOAN HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK BANKS OR ANY PREDECESSOR-IN- IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, EVEN IF IT IS SHOWN THAT THE TRANSFERORINITIAL MEMBER, THE FDIC OR THE FAILED BANK BANKS OR ANY PREDECESSOR-IN-INTEREST OR ANY AFFILIATE THEREOF, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS, CONTRACTORS OR AGENTS, (A) KNEW OR SHOULD HAVE KNOWN OF THE EXISTENCE OF ANY FACTS RELATING TO THE OCCURRENCE OF SUCH EVENT, (B) CAUSED SUCH EVENT OR (C) FAILED TO MITIGATE SUCH EVENT OR ANY OF THE LOSSES RESULTING THEREFROM.