Common use of Maturing Loans Clause in Contracts

Maturing Loans. The Seller (or an Affiliate of the Seller designated by the Seller, in which case the provisions of this Section 8.5 will apply to such Affiliate mutatis mutandis) may, upon request and subject to the agreement of the Guarantor, at any time prior to the date which is 90 days prior to the related Mortgage Maturity Date (the “Repurchase Date”) and from time to time repurchase any Loan from the Portfolio on the maturity date of such Loan (each, a “Mortgage Maturity Date”) at the greater of (i) Fair Market Value of such Loan at the Mortgage Maturity Date, and (ii) the Repurchase Amount of such Loan, at the Mortgage Maturity Date. For purposes of this Section, (i) all STEP Loans made to the same STEP Borrower which are owned by the Guarantor will be considered to be a single Loan and must be repurchased together, and (ii) where the Guarantor owns more than one STEP Loan made to the same STEP Borrower, and if the respective STEP Loans have different Mortgage Maturity Dates, the Mortgage Maturity Date for all such STEP Loans will be deemed to be the earliest Mortgage Maturity Date of any one of such STEP Loans. If the Seller does not deliver to the Guarantor on or before the related Repurchase Date a written notice specifying the Loans in respect of which it will not exercise such right granted to the Seller pursuant to this Section 8.5 and the Seller does not inform the Guarantor in writing that it cannot repurchase any such Loan, the Seller will repurchase, subject to the agreement of the Guarantor, each such Loan included in the Portfolio on the Calculation Date next following the applicable Mortgage Maturity Date at the greater of (i) Fair Market Value of such Loan at the Mortgage Maturity Date, and (ii) the Repurchase Amount of such Loan at the Mortgage Maturity Date; provided, however that the Seller will not repurchase and will not be required to repurchase pursuant to this Section 8.5 any Loan that (i) is or becomes a Non-Performing Loan on its Mortgage Maturity Date, or (ii) is repaid in full on its Mortgage Maturity Date from funding provided to the Borrower under such Loan by a Person other than the Seller (and in the case of STEP Loans to the same STEP Borrower, the Seller will not repurchase and will not be required to repurchase pursuant to this Section 8.5 any such STEP Loans if any one of such STEP Loans is or becomes a Non-Performing Loan on its Mortgage Maturity Date). On the Calculation Date next following the Mortgage Maturity Date on which the Seller purchases such Loan pursuant to this Section 8.5, the Seller will pay to the GDA Account (or, as applicable, the Standby GDA Account) an amount equal to the greater of (i) Fair Market Value of such Loan at the Mortgage Maturity Date, and (ii) the Repurchase Amount for the Loan at the Mortgage Maturity Date (or for STEP Loans to the same STEP Borrower, the Repurchase Amount of such Loans at the earliest Mortgage Maturity Date of such STEP Loans). Upon the deposit by the Seller to the GDA Account (or, as applicable, the Standby GDA Account) of the amounts required to be paid for all Loans to be repurchased by the Seller on any Calculation Date, all such Loans and Related Security and proceeds thereof will be sold, assigned and transferred to the Seller by the Guarantor without the need for any formal or other instrument or assignment effective as of such Calculation Date, free from the Security created by or pursuant to the Security Agreement and all related rights of the Bond Trustee and the Guarantor in respect thereof. If, in respect of any Loan, the Seller delivers to the Guarantor a notice described in this Section 8.5, the Guarantor informs the Seller that the Seller cannot purchase a Loan under this Section 8.5, or if the Seller fails to deliver such notice and does not remit the amounts required to be paid to the GDA Account (or, as applicable, the Standby GDA Account) as provided herein, the Guarantor may sell or assign such Loan in any manner permitted by law and the Seller will not have any further or other right to purchase such Loan pursuant to this Section 8.5.