Common use of Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent Clause in Contracts

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator hereby irrevocably appoints the Market Value Agent to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Market Value Agent shall determine the Market Value of each Loan in its reasonable judgment. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitization, including, without limitation the costs of issuance, underwriting and funding reserve accounts. The Market Value Agent's determination, in its reasonable judgment, of Market Value shall be conclusive and binding upon the parties hereto. (c) On each Business Day the Market Value Agent shall determine in its reasonable judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Note Agent hereby irrevocably appoints appoints, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07, the Market Value Agent shall determine the Market Value of each Loan Loan, for the purposes of the Basic Documents, in its reasonable sole judgment. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may shall base such determination solely primarily on the lesser of its estimate of the projected proceeds from such Loan's inclusion in (i) a Securitization and (inclusive of the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization) and (ii) a Whole Loan Sale, in each case net of such Loan's ratable share of all costs and fees associated with such SecuritizationDisposition, including, without limitation the limitation, any costs of issuance, sale, underwriting and funding reserve accounts. The Market Value Agent's determination, in its reasonable sole judgment, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Noteholders hereby irrevocably appoints appoint, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07, on each Business Day, the Market Value Agent shall determine the Market Value of each Loan Loan, for the purposes of the Basic Documents, in its reasonable judgmentsole discretion exercised in good faith. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitizationrelevant, including, without limitation limitation, the costs expected proceeds of issuance, underwriting the sale of such Loan following the occurrence and funding reserve accountscontinuation of an Event of Default. The Market Value Agent's ’s determination, in its reasonable judgmentsole discretion, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) . On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Initial Noteholder hereby irrevocably appoints appoints, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07, the Market Value Agent shall determine the Market Value of each Loan Loan, for purposes of the Basic Documents, in its reasonable sole judgment, exercised in good faith. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may shall base such determination solely primarily on the lesser of its estimate of the projected proceeds from such Loan's inclusion in (i) a Securitization and (inclusive of the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization) and (ii) a Whole Loan Sale, in each case net of such Loan's ratable share of all costs and fees associated with such SecuritizationDisposition, including, without limitation the limitation, any costs of issuance, sale, underwriting and funding reserve accounts. The Market Value Agent's determination, in its reasonable sole judgment, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable judgment sole judgment, exercised in good faith, the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable judgment sole judgment, exercised in good faith, the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Noteholders hereby irrevocably appoints appoint, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07 hereof, on each Business Day, the Market Value Agent shall determine the Market Value of each Loan Loan, for the purposes of the Basic Documents, in its reasonable judgmentsole discretion exercised in good faith. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitizationrelevant, including, without limitation limitation, the costs expected proceeds of issuance, underwriting the sale of such Loan following the occurrence and funding reserve accountscontinuation of an Event of Default. The Market Value Agent's determination, in its reasonable judgmentsole discretion exercised in good faith, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day Day, the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Noteholders hereby irrevocably appoints appoint, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07 hereof, on each Business Day, the Market Value Agent shall determine the Market Value of each Loan Loan, for the purposes of the Basic Documents, in its reasonable judgmentsole discretion exercised in good faith. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitizationrelevant, including, without limitation limitation, the costs expected proceeds of issuance, underwriting the sale of such Loan following the occurrence and funding reserve accountscontinuation of an Event of Default. The Market Value Agent's determination, in its reasonable judgmentsole discretion exercised in good faith, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Issuer hereby irrevocably appoints the Market Value Agent to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Market Value Agent shall determine the Market Value of each Loan in its reasonable sole judgment. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may shall base such determination solely primarily on the lesser of its estimate of the projected proceeds from such Loan's inclusion in (i) a Securitization and (inclusive of the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization) and (ii) a Whole Loan Sale, in each case net of such Loan's ratable share of all costs and fees associated with such SecuritizationDisposition, including, without limitation the limitation, any costs of issuance, sale, underwriting and funding reserve accounts. The Market Value Agent's determination, in its reasonable sole judgment, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.. -95- 101 ARTICLE VII

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Initial Noteholder hereby irrevocably appoints appoints, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07, the Market Value Agent shall determine the Market Value of each Loan Loan, for the purposes of the Basic Documents, in its sole and reasonable judgmentdiscretion. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitizationrelevant, including, without limitation limitation, the costs expected proceeds of issuance, underwriting the sale of such Loan following the occurrence and funding reserve accountscontinuation of an Event of Default. The Market Value Agent's ’s determination, in its sole and reasonable judgmentdiscretion, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a1) The Loan Originator Initial Noteholder hereby irrevocably appoints appoints, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b2) The Except as otherwise set forth in Section 3.07, the Market Value Agent shall determine the Market Value of each Loan Loan, for purposes of the Basic Documents, in its reasonable sole judgment. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may shall base such determination solely primarily on the lesser of its estimate of the projected proceeds from such Loan's ’s inclusion in (i) a Securitization and (inclusive of the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization) and (ii) a Whole Loan Sale, in each case net of such Loan's ’s ratable share of all costs and fees associated with such SecuritizationDisposition, including, without limitation the limitation, any “costs of issuance, sale, underwriting and funding reserve accounts. The Market Value Agent's ’s determination, in its reasonable sole judgment, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c3) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d4) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Trust hereby irrevocably appoints the Market Value Agent to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument and the Retained Securities Value of all Retained Securities. (b) The Market Value Agent shall determine the Market Value of each Loan in its reasonable sole judgment. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may shall base such determination solely on primarily on the lesser of its estimate of the projected proceeds from such Loan's inclusion in a (i) a Securitization and (inclusive of the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization) and (ii) a Whole Loan Sale, in each case, net of such Loan's ratable share of all costs and fees associated with such SecuritizationDisposition, including, without limitation the limitation, any costs of issuance, sale, underwriting and funding reserve accounts. The Market Value Agent's determination, in its reasonable sole judgment, of Market Value shall be conclusive and binding upon the parties hereto. (c) On each Business Day the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, -114- 122 which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.

Valuation of Loans, Hedge Value and Retained Securities Value; Market Value Agent. (a) The Loan Originator Noteholders hereby irrevocably appoints appoint, and the Issuer hereby consents to the appointment of, the Market Value Agent as agent on behalf of the Noteholders to determine the Market Value of each Loan, the Hedge Value of each Hedging Instrument (if any) and the Retained Securities Value of all Retained Securities. (b) The Except as otherwise set forth in Section 3.07 hereof, on each Business Day, the Market Value Agent shall determine the Market Value of each Loan Loan, for purposes of the Basic Documents, in its reasonable judgmentsole discretion, exercised in good faith. In determining the Market Value of each Loan, the Market Value Agent may consider any information that it may deem relevant and may base such determination solely on its estimate of the projected proceeds from such Loan's inclusion in a Securitization and the projected Retained Securities Value of any Retained Securities to be issued in connection with such Securitization, net of such Loan's ratable share of all costs and fees associated with such Securitizationrelevant, including, without limitation limitation, the costs expected proceeds of issuance, underwriting the sale of such Loan following the occurrence and funding reserve accountscontinuation of an Event of Default. The Market Value Agent's ’s determination, in its reasonable judgmentsole discretion exercised in good faith, of Market Value shall be conclusive and binding upon the parties hereto, absent manifest error (including without limitation, any error contemplated in Section 2.08). (c) On each Business Day Day, the Market Value Agent shall determine in its reasonable sole judgment the Hedge Value of each Hedging Instrument as of such Business Day. In making such determination the Market Value Agent may rely exclusively on quotations provided by the Hedging Counterparty, by leading dealers in instruments similar to such Hedging Instrument, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate. (d) On each Business Day, the Market Value Agent shall determine in its reasonable sole judgment the Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to such Securitization as of the closing date of such Securitization. In making such determination the Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments similar to such Retained Securities, which leading dealers may include the Market Value Agent and its Affiliates and such other sources of information as the Market Value Agent may deem appropriate.