Common use of Waiver of Company’s Repurchase Option Clause in Contracts

Waiver of Company’s Repurchase Option. The Transferor will be relieved of its obligation to repurchase any Asset for any reason set forth in Section 6.1 if the Company: (a) except in the case of the permanent refinance of a Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan (including the terms of any Collateral Document or Contract for Deed); (b) exercises forbearance with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified lease documents assigned by the Transferor to the Company; (d) sells, assigns or transfers the Asset or any interest therein; (e) (i) fails to comply with the LLC Operating Agreement in the maintenance, collection, servicing and preservation of the Asset, including delinquency prevention, collection procedures and protection of collateral as warranted, or (ii) without limiting the generality of clause (i), settles or compromises (without the Transferor’s written consent), or fails diligently to conduct (including if relevant to defend), any litigation or bankruptcy action described in Section 6.3(d) with respect to the Asset; (f) initiates any litigation in connection with the Asset or the Mortgaged Property securing the Asset other than litigation to force payment or to realize on the Collateral securing the Asset; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, any Collateral securing the Asset; (h) causes, by action or inaction, the priority of title to the Asset, Mortgaged Property and other security for the Asset to be less than that conveyed by the Transferor; (i) causes, by action or inaction, the security for the Asset to be different than that conveyed by the Transferor, except as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a claim of third parties to arise against the Company that, as a result of purchase under this Agreement, may be asserted against the Transferor; (k) causes to arise, by action or inaction, a Lien of any nature to encumber the Asset; (l) is the Borrower or any other Obligor, or any Affiliate thereof, with respect to such Asset; (m) makes any disbursement of principal or otherwise incrementally funds any Loan; or (n) makes a Discretionary Funding Advance with respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have any obligation pursuant to this Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, constituted Collateral (and was not Acquired Property).

Waiver of Company’s Repurchase Option. The Transferor will be relieved of its obligation to repurchase any Asset for any reason set forth in Section 6.1 if the Company: (a) except in the case of the permanent refinance of a Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan (including the terms of any Collateral Document or Contract for Deed); (b) exercises forbearance with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified lease documents assigned by the Transferor to the Company; (d) sells, assigns or transfers the Asset or any interest therein; (e) (i) fails to comply with the LLC Operating Agreement in the maintenance, collection, servicing and preservation of the Asset, including delinquency prevention, collection procedures and protection of collateral as warranted, or (ii) without limiting the generality of clause (i), settles or compromises (without the Transferor’s written consent), or fails diligently to conduct (including if relevant to defend), any litigation or bankruptcy action described in Section 6.3(d6.4(d) with respect to the Asset; (f) initiates any litigation in connection with the Asset or the Mortgaged Property securing the Asset other than litigation to force payment or to realize on the Collateral securing the Asset; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, any Collateral securing the Asset; (h) causes, by action or inaction, the priority of title to the Asset, Mortgaged Property and other security for the Asset to be less than that conveyed by the Transferor; (i) causes, by action or inaction, the security for the Asset to be different than that conveyed by the Transferor, except as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a claim of third parties to arise against the Company that, as a result of purchase under this Agreement, may be asserted against the Transferor; (k) causes to arise, by action or inaction, a Lien of any nature to encumber the Asset; (l) is the Borrower or any other Obligor, or any Affiliate thereof, with respect to such Asset; or (m) makes any disbursement of principal or otherwise incrementally funds any Loan; or (n) makes a Discretionary Funding Advance with respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have any obligation pursuant to this Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, constituted Collateral (and was not Acquired Property).

Waiver of Company’s Repurchase Option. The Transferor will be relieved of its obligation to repurchase any Asset for any reason set forth in Section 6.1 if the Company: (a) except in the case of the permanent refinance of a Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan (including the terms of any Collateral Document or Contract for Deed); (b) exercises forbearance with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified lease documents assigned by the Transferor to the Company; (d) sells, assigns or transfers the Asset or any interest therein; (e) (i) fails to comply with the LLC Operating Agreement in the maintenance, collection, servicing and preservation of the Asset, including delinquency prevention, collection procedures and protection of collateral as warranted, or (ii) without limiting the generality of clause (i), settles or compromises (without the Transferor’s written consent), or fails diligently to conduct (including if relevant to defend), any litigation or bankruptcy action described in Section 6.3(d) with respect to the Asset; (f) initiates any litigation in connection with the Asset or the Mortgaged Property securing the Asset other than litigation to force payment or to realize on the Collateral securing the Asset; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, any Collateral securing the Asset; (h) causes, by action or inaction, the priority of title to the Asset, Mortgaged Property and other security for the Asset to be less than that conveyed by the Transferor; (i) causes, by action or inaction, the security for the Asset to be different than that conveyed by the Transferor, except as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a claim of third parties to arise against the Company that, as a result of purchase under this Agreement, may be asserted against the Transferor; (k) causes to arise, by action or inaction, a Lien of any nature to encumber the Asset; (l) is the Borrower or any other Obligor, or any Affiliate thereof, with respect to such Asset; (m) makes any disbursement of principal or otherwise incrementally funds any Loan; or (n) makes a Discretionary Funding Advance with respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have any obligation pursuant to this Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, constituted Collateral (and was not Acquired Property).

Waiver of Company’s Repurchase Option. The Transferor Initial Member will be relieved of its obligation to repurchase purchase any Asset Mortgage Loan for any reason set forth in Section 6.1 if the Company: (a) except in the case of the permanent refinance of a Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Mortgage Loan (including the terms of any Underlying Collateral Document or Contract for Deed); (b) exercises forbearance with respect to any scheduled payment on the Mortgage Loan; (c) accepts or executes new or modified lease documents assigned by the Transferor to the Companydocuments; (d) sells, assigns or transfers the Asset Mortgage Loan or any interest therein; (e) (i) fails to comply with the LLC Operating Agreement in the maintenance, collection, servicing and preservation of the AssetMortgage Loan, including delinquency prevention, collection procedures and protection of collateral as warranted, or (ii) without limiting the generality of clause (i), settles or compromises (without the Transferor’s written consent), or fails diligently to conduct (including if relevant to defend), any litigation or bankruptcy action described in Section 6.3(d) with respect to the Asset; (f) initiates any litigation in connection with the Asset Mortgage Loan or the Mortgaged Property securing the Asset Mortgage Loan other than litigation to force payment or to realize on the Underlying Collateral securing the AssetMortgage Loan; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, for any Underlying Collateral securing the AssetMortgage Loan; (h) causes, by action or inaction, the priority of title to the AssetMortgage Loan, Mortgaged Property and other security for the Asset Mortgage Loan to be less than that conveyed by the TransferorInitial Member; (i) causes, by action or inaction, the security for the Asset Mortgage Loan to be different than that conveyed by the TransferorInitial Member, except as may might be required by the terms of the Underlying Collateral Documents; (j) causes, by action or inaction, a claim of third parties to arise against the Company that, as a result of purchase under this Agreement, may might be asserted against the TransferorInitial Member; (k) causes to arise, by action or inaction, a Lien of any nature to encumber the AssetMortgage Loan; (l) is the Borrower or any other Obligor, Affiliate thereof under such Mortgage Loan; or any Affiliate thereof, with respect to such Asset; (m) makes any disbursement of principal or otherwise incrementally funds any Mortgage Loan; or (n) makes a Discretionary Funding Advance with respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have any obligation pursuant to this Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, constituted Collateral (and was not Acquired Property).

Waiver of Company’s Repurchase Option. The Transferor Initial Member will be relieved of its obligation to repurchase purchase any Asset Loan for any reason set forth in Section 6.1 if the Company: (a) except in as permitted by the case of Guidelines and other than the permanent refinance of a Loan in connection with the final Authorized Funding Draw with respect to such Loan, modifies any of the terms of the Loan (including the terms of any Collateral Document or Contract for Deed); (b) except as permitted by the Guidelines, exercises forbearance with respect to any scheduled payment on the Loan; (c) accepts or executes new or modified lease documents assigned by the Transferor Initial Member to the Company; (d) sells, assigns or transfers the Asset Loan or any interest thereintherein (other than the Participation Interest issued to the Initial Member pursuant to the Participation Agreement); (e) (i) fails to comply with the LLC Operating Participation Agreement in the maintenance, collection, servicing and preservation of the AssetLoan, including delinquency prevention, collection procedures and protection of collateral as warranted, or (ii) without limiting the generality of clause (i), settles or compromises (without the Transferor’s written consent), or fails diligently to conduct (including if relevant to defend), any litigation or bankruptcy action described in Section 6.3(d) with respect to the Asset; (f) initiates any litigation in connection with the Asset Loan or the Mortgaged Property securing the Asset Loan other than litigation to force payment or to realize on the Collateral securing the AssetLoan; (g) completes any action with respect to foreclosure on, or accepts a deed-in-lieu of foreclosure for, for any Collateral securing the AssetLoan; (h) causes, by action or inaction, the priority of title to the AssetLoan, Mortgaged Property and other security for the Asset Loan to be less than that conveyed by the TransferorInitial Member; (i) causes, by action or inaction, the security for the Asset Loan to be different than that conveyed by the TransferorInitial Member, except as may be required by the terms of the Collateral Documents; (j) causes, by action or inaction, a claim of third parties to arise against the Company that, as a result of purchase under this Agreement, may might be asserted against the TransferorInitial Member; (k) causes to arisecauses, by action or inaction, a Lien of any nature to encumber the AssetLoan to arise; (l) is the Borrower or any other Obligor, Affiliate thereof under such Loan; or any Affiliate thereof, with respect to such Asset; (m) makes any disbursement of principal or otherwise incrementally funds any Loan; or (n) makes a Discretionary Loan other than making an Authorized Funding Advance with respect to the Asset. For the avoidance of doubt, and without limitation of clause (g) of the preceding sentence, it is understood and agreed that the Transferor will not have any obligation pursuant to this Section 6.1 to repurchase any Acquired Property that, as of the Closing Date, constituted Collateral (and was not Acquired Property)Draw.