Common use of Retained Claims Clause in Contracts

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Loans pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loan; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loan; or (d) any appraiser or other Person with whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance in connection with the initiation, origination, insuring or servicing of a Loan.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member Transferor agree that the contribution and sale of by the Loans Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial MemberTransferor, any the Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might may exist or hereafter might may arise, whether known or unknown, that the Initial MemberTransferor, any the Failed Bank or predecessors-in-interest thereto have or had or that any might may have or might may have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons Persons employed by the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might may have caused a loss to the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-in- interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial MemberTransferor, any the Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy will not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Loans pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loan; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loan; or (d) any appraiser or other Person with whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of a Loan; provided, however, that claims under and pursuant to a title insurance policy shall not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member Transferor agree that the contribution and sale of by the Loans Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial MemberTransferor, any the Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might may exist or hereafter might may arise, whether known or unknown, that the Initial MemberTransferor, any the Failed Bank or predecessors-in-interest thereto have or had or that any might may have or might may have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons Persons employed by the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might may have caused a loss to the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial MemberTransferor, any the Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy shall not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member Transferor agree that the contribution and sale of by the Loans Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial MemberTransferor, any the Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might may exist or hereafter might may arise, whether known or unknown, that the Initial MemberTransferor, any the Failed Bank or predecessors-in-interest thereto have or had or that any might may have or might may have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons Persons employed by the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might may have caused a loss to the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial MemberTransferor, any the Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy will not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member Transferor agree that the contribution and sale of by the Loans Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial MemberTransferor, any the Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might may exist or hereafter might may arise, whether known or unknown, that the Initial MemberTransferor, any the Failed Bank or predecessors-in-interest thereto have or had or that any might may have or might may have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons Persons employed by the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might may have caused a loss to the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial MemberTransferor, any the Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial MemberTransferor, any the Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy will not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Loans Assets pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any the respective Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any the Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-in-in- interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy shall not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Mortgage Loans pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-in-in­ interest in connection with the initiation, origination, servicing or administration of a Mortgage Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Mortgage Loan; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Mortgage Loan; or (d) any appraiser or other Person with whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance in connection with the initiation, origination, insuring or servicing of a Mortgage Loan.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Loans Assets pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any the Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any the Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any the Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any the Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any the Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial Member, any the Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy shall not constitute excluded or retained claims pursuant to this Section 2.7.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member Transferor agree that the contribution and sale of by the Loans Transferor pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial MemberTransferor, any Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might may exist or hereafter might may arise, whether known or unknown, that the Initial MemberTransferor, any Failed Bank or predecessors-in-interest thereto have or had or that any might may have or might may have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons Persons employed by the Initial MemberTransferor, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might may have caused a loss to the Initial MemberTransferor, any Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loanan Asset; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial MemberTransferor, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loanan Asset; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loanan Asset; or (d) any appraiser or other Person with whom the Initial MemberTransferor, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance or closing protection coverage in connection with the initiation, origination, insuring or servicing of an Asset; provided, however, that claims under and pursuant to a Loantitle insurance policy shall not constitute excluded or retained claims pursuant to this Section 2.7.