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

Repurchases at Company’s Option. The Company may, at its option, and upon satisfaction of the procedures and other requirements set forth below, require the Initial Member to repurchase a Loan, if, and only if, (x) prior to the Closing Date, one of the events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Loan a final, non-appealable order or judgment or there is entered into, with the consent of the Initial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED 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. (a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member Transferor to repurchase a Loanan 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) through 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 Date, there is issued by a court of competent jurisdiction with respect to such Loan 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 Initial MemberTransferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken)Transferor. IN NO EVENT SHALL WILL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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. (a) The If the Asset is a Loan, the Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of other Obligors with respect to the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A If the Asset is a Loan, a court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member Transferor has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any other Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member If the Asset is a Loan, the Transferor or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member Transferor is not (and, for the avoidance of doubt, neither the Company nor any Ownership Entity is) the owner of the Loan Asset (or, in the case of a Participated LoanLoan Participation, the Initial Member Transferor is not the owner of the pro rata interest in such Participated Loan Participation set forth on the attached Schedule of LoansAsset Schedule) and such is not curable by the Initial Member Transferor so as to permit ownership of the Loan Asset to be transferred to the CompanyCompany or an Ownership Entity, as applicable (provided that the fact that a Potentially Defectively Foreclosed Receiver Acquired Property is not in fact owned by the Transferor will not be a basis for the re-purchase of such Defectively Foreclosed Receiver Acquired Property or of the related Underlying Loan). (f) There exists an Environmental HazardsHazard, in which case the Company’s recourse with respect to this Section 6.1(f) shall will be conditioned upon: (i) the presence of the Environmental Hazards Hazard not being disclosed in the LoanAsset Documents, Loan Asset File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan Asset having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member Transferor in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member Transferor to repurchase a Loanan 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) through 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 Date, there is issued by a court of competent jurisdiction with respect to such Loan 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 Initial MemberTransferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken)Transferor. IN NO EVENT SHALL WILL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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. (a) The If the Asset is a Loan, the Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of other Obligors with respect to the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A If the Asset is a Loan, a court of competent jurisdiction had entered a final, non-non- appealable judgment or order (unless the Initial Member Transferor has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any other Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member If the Asset is a Loan, the Transferor or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member Transferor is not (and, for the avoidance of doubt, neither the Company nor any Ownership Entity is) the owner of the Loan Asset (or, in the case of a Participated LoanLoan Participation, the Initial Member Transferor is not the owner of the pro rata interest in such Participated Loan Participation set forth on the attached Schedule of LoansAsset Schedule) and such is not curable by the Initial Member Transferor so as to permit ownership of the Loan Asset to be transferred to the CompanyCompany or an Ownership Entity, as applicable (provided that the fact that a Potentially Defectively Foreclosed Receiver Acquired Property is not in fact owned by the Transferor will not be a basis for the re-purchase of such Defectively Foreclosed Receiver Acquired Property or of the related Underlying Loan). (f) There exists an Environmental HazardsHazard, in which case the Company’s recourse with respect to this Section 6.1(f) shall will be conditioned upon: (i) the presence of the Environmental Hazards Hazard not being disclosed in the LoanAsset Documents, Loan Asset File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan Asset having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member Transferor in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member Transferor to repurchase a Loanan Asset, if, and only if, (xi) prior to the Closing Date, one of the events described in Section 6.1(a) through (h) has occurred or (yii) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Loan 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 Initial MemberTransferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken)Transferor. IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBERTRANSFEROR, THE FDIC OR THE FAILED BANKS 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. (a) The If the Asset is a Loan, the Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of other Obligors with respect to the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A If the Asset is a Loan, a court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member Transferor has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any other Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member If the Asset is a Loan, the Transferor or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member Transferor is not the owner of the Loan Asset (or, in the case of a Participated LoanLoan Participation, the Initial Member Transferor is not the owner of the pro rata interest in such Participated Loan Participation set forth on the attached Schedule of LoansAsset Schedule) and such is not curable by the Initial Member Transferor so as to permit ownership of the Loan Asset to be transferred to the Company. (f) There exists an Environmental HazardsHazard, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of the Environmental Hazards Hazard not being disclosed in the LoanAsset Documents, Loan Asset File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan Asset having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member Transferor in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company may, at its option, and upon satisfaction of the procedures and other requirements set forth below, require the Initial Member to repurchase purchase a Loan, if, and only if, (x) prior to the Closing Effective Date, one of the events described in Section 6.1(a) through (hg) has occurred or (y) after the Closing Cut-Off Date, there is issued by a court of competent jurisdiction with respect to such Loan a final, non-appealable court order or judgment or there is entered into, with the consent of the Initial Member, 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 Loan back to the Initial Member or is a final non-appealable order that holds the Company liable to a Borrower for damages (unless exclusive of damages arising from the Initial Member has agreed Company’s acts or omissions after the Servicing Transfer Date) in writing an amount that no appeal need be taken)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 SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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. (a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such the Loan and out of which such the Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable final judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, guarantors or sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that which is the subject of a Contract for Deed, Deed and which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by the FDIC Initial Member to the Private Owner LLC Interest Transferee prior to submission of the Bid; (ii) such Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and and, (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) 1. A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) 2. A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm confirm (Ai) the existence of Environmental Hazards on such Underlying Collateral and (Bii) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member Transferor to repurchase a Loanan 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) through 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 Date, there is issued by a court of competent jurisdiction with respect to such Loan 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 Initial MemberTransferor, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken)Transferor. IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBERTRANSFEROR, THE FDIC OR THE ANY FAILED BANKS 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 INITIAL MEMBERTRANSFEROR, THE FDIC OR THE ANY FAILED BANKS 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. (a) The If the Asset is a Loan, the Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of other Obligors with respect to the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A If the Asset is a Loan, a court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member Transferor has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any other Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member If the Asset is a Loan, the Transferor or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member Transferor is not (and, for the avoidance of doubt, neither the Company nor any Ownership Entity is) the owner of the Loan Asset (or, in the case of a Participated LoanLoan Participation, the Initial Member Transferor is not the owner of the pro rata interest in such Participated Loan Participation set forth on the attached Schedule of LoansAsset Schedule) and such is not curable by the Initial Member Transferor so as to permit ownership of the Loan Asset to be transferred to the CompanyCompany or an Ownership Entity, as applicable (provided that the fact that a Potentially Defectively Foreclosed Receiver Acquired Property is not in fact owned by the Transferor shall not be a basis for the re-purchase of such Defectively Foreclosed Receiver Acquired Property or of the related Underlying Loan). (f) There exists an Environmental HazardsHazard, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of the Environmental Hazards Hazard not being disclosed in the LoanAsset Documents, Loan Asset File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan Asset having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member Transferor in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company may, at its option, and upon satisfaction of the procedures and other requirements set forth below, require the Initial Member to repurchase purchase a Loan, if, and only if, (x) prior to the Closing Effective Date, one of the events described in Section 6.1(a) through (hg) has occurred or (y) after the Closing Cut-Off Date, there is issued by a court of competent jurisdiction with respect to such Loan a final, non-appealable court order or judgment or there is entered into, with the consent of the Initial Member, 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 Loan back to the Initial Member or is a final non-appealable order that holds the Company liable to a Borrower for damages (unless exclusive of damages arising from the Initial Member has agreed Company’s acts or omissions after the Servicing Transfer Date) in writing an amount that no appeal need be taken)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 SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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. (a) The Borrower with respect to a Loan had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of the NoteNote with respect to such Loan, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable final judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, guarantors or sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that which is the subject of a Contract for Deed, Deed and which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by the FDIC Initial Member to the Private Owner LLC Interest Transferee prior to submission of the Bid; (ii) such Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and and, (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) 1. A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) 2. A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm confirm (Ai) the existence of Environmental Hazards on such Underlying Collateral and (Bii) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member to repurchase a Loanan Asset, if, and only if, (x) prior to the Closing Date, one of the events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, (i) there is issued by a court of competent jurisdiction with respect to such Loan Asset a final, non-appealable order or judgment or there is entered into, with the consent of the Initial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial 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 SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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. (a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.OR

Repurchases at Company’s Option. The Company may, at its option, and upon satisfaction of the procedures and other requirements set forth below, require the Initial Member to repurchase a Mortgage Loan, if, and only if, (x) prior to the Closing Date, one of the events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Mortgage Loan a final, non-non- appealable order or judgment or there is entered into, with the consent of the Initial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Mortgage Loan back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A MORTGAGE LOAN HEREUNDER BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED 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. (a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Mortgage Loan and out of which such Mortgage Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Mortgage Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Mortgage Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Mortgage Loan, Mortgage Loan File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Mortgage Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Mortgage Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Mortgage Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Mortgage Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Mortgage Loan (with multiple Mortgage Loans secured by the same Underlying Collateral being considered a single Mortgage Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Mortgage Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Mortgage Loans.

Repurchases at Company’s Option. The Company mayCompany, at its option, and upon satisfaction of the procedures and other requirements set forth below, may require the Initial Member to repurchase a Loanan Asset, if, and only if, (x) prior to the Closing Date, one of the events described in Section 6.1(a) through (h) has occurred or (y) after the Closing Date, there is issued by a court of competent jurisdiction with respect to such Loan Asset a final, non-appealable order or judgment or there is entered into, with the consent of the Initial Member, a final settlement of any claim, action or litigation (the “Order”) that requires the assignment and transfer of such Loan Asset back to the Initial Member (unless the Initial Member has agreed in writing that no appeal need be taken). IN NO EVENT SHALL THE OCCURRENCE OF ANY SUCH EVENT OR THE OBLIGATION TO REPURCHASE A LOAN HEREUNDER AN ASSET PURSUANT TO THIS ARTICLE VI BE EVIDENCE OF ANY BAD FAITH, MISCONDUCT OR FRAUD ON THE PART OF THE INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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 INITIAL MEMBER, THE FDIC OR THE FAILED BANKS 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. (a) The Borrower had been discharged in a no asset bankruptcy proceeding, there is no Underlying Collateral securing such Loan and out of which such Loan may be satisfied, and all guarantors or sureties of the Note, if any, or the obligations contained therein, have similarly been discharged in no asset bankruptcies. (b) A court of competent jurisdiction had entered a final, non-appealable judgment or order (unless the Initial Member has agreed in writing that no appeal need be taken other than a bankruptcy decree or judicial foreclosure order) holding that neither the Borrower nor any Obligors, sureties or other obligors owe an enforceable obligation to pay the holder of the Note or its assignees. (c) The Initial Member or the applicable Failed Bank had executed and delivered to the Borrower a release of liability from all obligations under the Note. (d) A title defect exists in connection with the property that is the subject of a Contract for Deed, which title defect requires a prior order or judgment of a court to enable the Company to convey title to such property in accordance with the terms and conditions set forth in the Contract for Deed. (e) The Initial Member is not the owner of the Loan (or, in the case of a Participated Loan, the Initial Member is not the owner of the pro rata interest in such Participated Loan set forth on the attached Schedule of Loans) and such is not curable by the Initial Member so as to permit ownership of the Loan to be transferred to the Company. (f) There exists Environmental Hazards, in which case the Company’s recourse with respect to this Section 6.1(f) shall be conditioned upon: (i) the presence of Environmental Hazards not being disclosed in the Loan, Loan File or other material provided by the FDIC to the Private Owner prior to submission of the Bid; (ii) such Loan having an Adjusted Cut-Off Date Unpaid Principal Balance greater than $250,000.00; and (iii) the Company delivering, along with the notice required by Section 6.2, the following, each of which must be satisfactory in form and substance to the Initial Member in its discretion: (i) A Phase I environmental assessment, from a qualified and reputable firm, of the Mortgaged Property securing the Loan; and (ii) A Phase II environmental assessment or lead-based paint survey of such Underlying Collateral from a qualified and reputable firm, which assessment shall confirm (A) the existence of Environmental Hazards on such Underlying Collateral and (B) that the regulator is likely to require such remediation; and, (iii) written certification of the Company under penalty of perjury that no action has been taken by or on behalf of the Company (A) to initiate foreclosure proceedings or (B) to accept a deed-in-lieu-of-foreclosure in connection with such Loan. (g) The Initial Member or the applicable Failed Bank, or their respective officers, directors or employees, fraudulently caused the Borrower to receive less than all of the proceeds and benefits of a Note. The Company’s recourse with respect to this Section 6.1(g) shall be conditioned upon the Company delivering, along with the notice required by Section 6.2, written evidence of such fraud, which evidence must be satisfactory in form and substance to the Initial Member in its discretion. (h) There is instituted after the Cut-Off Date any Action that (i) is asserted by more than one Borrower and any Affiliates (with multiple Borrowers with respect to Loans secured by the same Underlying Collateral being considered a single Borrower for purposes of this Section) with respect to more than one Loan (with multiple Loans secured by the same Underlying Collateral being considered a single Loan for purposes of this Section), (ii) includes allegations of fraud on the part of the Initial Member or the applicable Failed Bank in connection with the Initial Member’s or the Failed Bank’s origination of such Loans and (iii) names the Initial Member or any Failed Bank as a defendant and that asserts liability on the part of the Initial Member or any Failed Bank for which the Company is not liable as assignee, as a matter of law, with respect to such Loans.OR