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.

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.

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.

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.

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.

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.

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.OR

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.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.

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.