Common use of Payment of Repurchase Price Clause in Contracts

Payment of Repurchase Price. The parties agree that the Repurchase Price shall be due and payable on each Repurchase Date; provided however, that, if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on the immediately following Remittance Date and further, the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to the applicable Repurchase Price of the Purchased Mortgage Loans sold to the Agency. Seller shall arrange for the Takeout Settlement Date with respect to such Agency Security to occur within one (1) Business Day of delivery of such Agency Security to the Buyer or the Custodian, Each settlement of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller in accordance with the provisions of Schedule IV and Schedule V to this Annex I.

Payment of Repurchase Price. Upon the Company's receipt of a --------------------------- Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or a Notice(s) of Repurchase at Option of Buyer Upon Major Transaction from any holder of Common Shares, Repricing Common Shares or Repricing Rights, the Company shall immediately notify each holder of Common Shares, Repricing Common Shares or Repricing Rights by facsimile of the Company's receipt of such Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or Notice(s) of Repurchase at Option of Buyer Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's Stock Certificates which such holder has elected to have repurchased. The parties agree that Company shall deliver the applicable Repurchase Price shall be due and payable on each Repurchase Date; provided howeverPrice, thatin the case of a repurchase pursuant to Section 7(e), if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on holder within five (5) Business Days after the immediately following Remittance Date and furtherCompany's receipt of a Notice of Repurchase at Option of Buyer Upon Triggering Event and, in the case of a repurchase pursuant to Section 7(d), the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller Company shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to deliver the applicable Repurchase Price immediately prior to the consummation of the Purchased Mortgage Loans sold Major Transaction. If the Company shall fail to repurchase all of the Common Shares or the Repricing Rights submitted for repurchase, in addition to any remedy such holder of such securities may have under this Agreement, the Warrant and the Registration Rights Agreement, the applicable Repurchase Price payable in respect of such unrepurchased Common Shares or Repricing Rights, as the case may be, shall bear interest at the lesser of (i) rate of 2.0% per month or (ii) the highest lawful rate (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Repurchase Price in full to a holder of Common Shares or Repricing Rights submitted for repurchase, such holder shall have the option (the "Void Optional Repurchase Option") to, in lieu of repurchase, require the Company to promptly return to such holder(s) all of such securities that were submitted for repurchase by such holder(s) under this Section 7 and for which the applicable Repurchase Price has not been paid, by sending written notice thereof to the AgencyCompany via facsimile (the "Void Optional Repurchase Notice"). Seller Upon the Company's receipt of such Void Optional Repurchase Notice(s) prior to payment of the full applicable Repurchase Price to such holder, (i) the Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or the Notice(s) of Repurchase at Option of Buyer Upon Major Transaction, as the case may be, shall arrange for the Takeout Settlement Date be null and void with respect to such Agency Security to occur within one those securities submitted for repurchase and for which the applicable Repurchase Price has not been paid and (1ii) Business Day of delivery of such Agency Security the Company shall immediately return any Common Shares submitted to the Buyer or Company by each holder for repurchase under this Section 7 and for which the Custodian, Each settlement of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller in accordance with the provisions of Schedule IV and Schedule V to this Annex I.applicable Repurchase Price has not been paid.

Payment of Repurchase Price. The parties agree that the Repurchase Price shall be due and payable on each Repurchase Date; provided however, that, if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on the immediately following Remittance Date and further, the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller Company shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to the applicable Repurchase Price of the Purchased Mortgage Loans sold Company Repurchase in Lieu of Exercise to the Agencyholder of the Repricing Right being repurchased in cash within five Business Days after the Exercise Date. Seller If the Company shall arrange fail to pay the applicable Repurchase Price of Company Repurchase in Lieu of Exercise to such holder on a timely basis as described in this Section 5(g)(iv), in addition to any remedy such holder of Repricing Rights may have under this Agreement, such unpaid amount shall bear interest at the rate of the lesser of 2.0% per month or the maximum rate permitted by law, pro rated for partial months, until paid in full. Until the Takeout Settlement Date Company pays such unpaid applicable Repurchase Price of Company Repurchase in Lieu of Exercise in full to each holder, each holder of Repricing Rights submitted for exercise pursuant to this Section 5(g) and for which the applicable Repurchase Price of Company Repurchase in Lieu of Exercise has not been paid, shall have the option (the "VOID COMPANY REPURCHASE OPTION") to, in lieu of repurchase, to void such exercise of Repricing Rights for which the applicable Repurchase Price of Company Repurchase in Lieu of Exercise has not been paid, by sending written notice thereof to the Company via facsimile (the "VOID COMPANY REPURCHASE NOTICE"). Upon the Company's receipt of such Void Company Repurchase Notice(s) prior to payment of the full applicable repurchase price to each holder, (x) the Company's Repurchase in Lieu of Exercise shall be null and void with respect to such Agency Security to occur within one those Repricing Rights submitted for exercise and for which the applicable repurchase price has not been paid and (1y) Business Day of delivery the holder of such Agency Security Repricing Rights shall the rights of unexercised Repricing Rights as set forth in this Section 5. If the Company fails to the Buyer or the Custodian, Each settlement timely effect a Company Repurchase in Lieu of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller Exercise in accordance with this Section 5(g), the provisions Company shall not be allowed to submit another Notice of Schedule IV and Schedule V to this Annex I.Company Repurchase in Lieu of Exercise without the prior written consent of the holders of at least two-thirds (2/3) of the Repricing Rights then outstanding.

Payment of Repurchase Price. Upon the Company's receipt of a Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or a Notice(s) of Repurchase at Option of Buyer Upon Major Transaction from any holder of Initial Common Shares, Repricing Common Shares or Repricing Rights, the Company shall immediately notify each holder of Initial Common Shares, Repricing Common Shares or Repricing Rights by facsimile of the Company's receipt of such Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or Notice(s) of Repurchase at Option of Buyer Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's Stock Certificates which such holder has elected to have repurchased. The parties agree that Company shall deliver the applicable Repurchase Price shall be due and payable on each Repurchase Date; provided howeverPrice, thatin the case of a repurchase pursuant to Section 7(e), if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on holder within five (5) Business Days after the immediately following Remittance Date and furtherCompany's receipt of a Notice of Repurchase at Option of Buyer Upon Triggering Event and, in the case of a repurchase pursuant to Section 7(d), the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller Company shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to deliver the applicable Repurchase Price immediately prior to the consummation of the Purchased Mortgage Loans sold Major Transaction; provided that a holder's Stock Certificates, if Initial Common Shares are being repurchased, shall have been so delivered to the AgencyCompany; provided further that if the Company is unable to repurchase all of the Initial Common Shares or the Repricing Rights to be repurchased, the Company shall repurchase an amount from each holder of such securities being repurchased equal to such holder's pro-rata amount (based on the number of such securities held by such holder relative to the total number of such securities outstanding) of all such securities being repurchased. Seller If the Company shall arrange fail to repurchase all of the Initial Common Shares or the Repricing Rights submitted for repurchase, in addition to any remedy such holder of such securities may have under this Agreement, the Takeout Settlement Date Warrants and the Registration Rights Agreement, the applicable Repurchase Price payable in respect of such unrepurchased Initial Common Shares or Repricing Rights, as the case may be, shall bear interest at the lesser of (i) rate of 2.0% per month or (ii) the highest lawful rate (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Repurchase Price in full to a holder of Initial Common Shares or Repricing Rights submitted for repurchase, such holder shall have the option (the "VOID OPTIONAL REPURCHASE OPTION") to, in lieu of repurchase, require the Company to promptly return to such holder(s) all of such securities that were submitted for repurchase by such holder(s) under this Section 7 and for which the applicable Repurchase Price has not been paid, by sending written notice thereof to the Company via facsimile (the "VOID OPTIONAL REPURCHASE NOTICE"). Upon the Company's receipt of such Void Optional Repurchase Notice(s) prior to payment of the full applicable Repurchase Price to such holder, (i) the Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or the Notice(s) of Repurchase at Option of Buyer Upon Major Transaction, as the case may be, shall be null and void with respect to such Agency Security to occur within one those securities submitted for repurchase and for which the applicable Repurchase Price has not been paid and (1ii) Business Day of delivery of such Agency Security the Company shall immediately return any Initial Common Shares submitted to the Buyer or Company by each holder for repurchase under this Section 7 and for which the Custodian, Each settlement of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller in accordance with the provisions of Schedule IV and Schedule V to this Annex I.applicable Repurchase Price has not been paid.

Payment of Repurchase Price. The parties agree that the Repurchase Price shall be due and payable on each Repurchase Date; provided however, that, if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on the immediately following Remittance Date and further, the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to the applicable Repurchase Price of the Purchased Mortgage Loans sold to the Agency. Seller shall arrange for the Takeout Settlement Date with respect to such Agency Security to occur within one (1) Business Day of delivery of such Agency Security to the Buyer or the Custodian, . Each settlement of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller in accordance with the provisions of Schedule IV and Schedule V to this Annex I.

Payment of Repurchase Price. Upon the Company's receipt of a Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or a Notice(s) of Repurchase at Option of Buyer Upon Major Transaction from any holder of Common Shares, Repricing Common Shares or Repricing Rights, the Company shall immediately notify each holder of Common Shares, Repricing Common Shares or Repricing Rights by facsimile of the Company's receipt of such Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or Notice(s) of Repurchase at Option of Buyer Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's Stock Certificates which such holder has elected to have repurchased. The parties agree that Company shall deliver the applicable Repurchase Price shall be due and payable on each Repurchase Date; provided howeverPrice, thatin the case of a repurchase pursuant to Section 7(e), if such Repurchase Date is not also a Remittance Date and there is no Prepayment Amount associated with such Transaction, any unpaid Price Differential relating to such Transaction shall be due on holder within five (5) Business Days after the immediately following Remittance Date and furtherCompany's receipt of a Notice of Repurchase at Option of Buyer Upon Triggering Event and, in the case of a repurchase pursuant to Section 7(d), the principal portion of the Repurchase Price for the Purchased Assets being repurchased on such Repurchase Date may be applied towards the payment of the Purchase Price relating to the Purchased Assets being purchased by the Buyer on such Repurchase Date. In addition, the Seller Company shall pay to Buyer the related Interest Coverage Amount, if any, on each Remittance Date. Notwithstanding anything to the contrary contained herein or in any other document relating to the transactions contemplated herein or in the Indenture, any and all payments of the Repurchase Price (including any Price Differential) required to be made pursuant to the Agreement shall be made by or on behalf of the Seller to the account of the Buyer as set forth in Schedule CA-II to Annex III. Any payment of a Takeout Price that is made by a Takeout Investor to the Buyer pursuant to a Bailee Letter or Takeout Commitment, as applicable, shall be deemed to be a payment by Seller of the Repurchase Price in respect of the Purchased Assets subject to the related Takeout Commitment. In the event that Buyer, or the Custodian on its behalf, receives an Agency Security in connection with the purchase of Purchased Mortgage Loans (or Participation Certificates) by an Agency or the issuance by an Agency of its guarantee of an Agency Security backed by Purchased Mortgage Loans, the Seller shall arrange for the sale of the related Agency Security to a Takeout Investor for an amount that is greater than or equal to deliver the applicable Repurchase Price immediately prior to the consummation of the Purchased Mortgage Loans sold Major Transaction; provided that a holder's Stock Certificates, if Common Shares are being repurchased, shall have been so delivered to the AgencyCompany; provided further that if the Company is unable to repurchase all of the Common Shares or the Repricing Rights to be repurchased, the Company shall repurchase an amount from each holder of such securities being repurchased equal to such holder's pro-rata amount (based on the number of such securities held by such holder relative to the total number of such securities outstanding) of all such securities being repurchased. Seller If the Company shall arrange fail to repurchase all of the Common Shares or the Repricing Rights submitted for repurchase, in addition to any remedy such holder of such securities may have under this Agreement, the Takeout Settlement Date Warrants and the Registration Rights Agreement, the applicable Repurchase Price payable in respect of such unrepurchased Common Shares or Repricing Rights, as the case may be, shall bear interest at the lesser of (i) rate of 2.0% per month or (ii) the highest lawful rate (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Repurchase Price in full to a holder of Common Shares or Repricing Rights submitted for repurchase, such holder shall have the option (the "VOID OPTIONAL REPURCHASE OPTION") to, in lieu of repurchase, require the Company to promptly return to such holder(s) all of such securities that were submitted for repurchase by such holder(s) under this Section 7 and for which the applicable Repurchase Price has not been paid, by sending written notice thereof to the Company via facsimile (the "VOID OPTIONAL REPURCHASE NOTICE"). Upon the Company's receipt of such Void Optional Repurchase Notice(s) prior to payment of the full applicable Repurchase Price to such holder, (i) the Notice(s) of Repurchase at Option of Buyer Upon Triggering Event or the Notice(s) of Repurchase at Option of Buyer Upon Major Transaction, as the case may be, shall be null and void with respect to such Agency Security to occur within one those securities submitted for repurchase and for which the applicable Repurchase Price has not been paid and (1ii) Business Day of delivery of such Agency Security the Company shall immediately return any Common Shares submitted to the Buyer or Company by each holder for repurchase under this Section 7 and for which the Custodian, Each settlement of Agency Securities with Takeout Investors shall be effected by the Custodian and the Seller in accordance with the provisions of Schedule IV and Schedule V to this Annex I.applicable Repurchase Price has not been paid.