Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to On the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transactioneach Purchased Asset, the related Seller shall pay transfer to Buyer the Buyer any amount required to compensate Repurchase Price for such Buyer for any additional losses, costs or expenses which it may reasonably incur Purchased Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset or Underlying Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be effected by reassignment deemed to have simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to the related Seller the related Asset Documents and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset or its designee Underlying Assets, upon such Seller’s request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Mortgage Loans (Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions. Any Income in with respect thereof to such Purchased Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of the Buyerrelated Seller. Such Seller is obligated Notwithstanding the foregoing, on or before the Facility Termination Date, Sellers shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from the Buyer or its designee at such Seller's expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rithm Perpetual Life Residential Trust)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Mandatory Repurchase or unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second (2nd) Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Transaction will be effected by reassignment to the related Seller or its designee definition of “Repurchase Date”, settlement of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to an account the second (2nd) Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the BuyerRepurchase Price therefor. Such Seller So long as no Default or Event of Default has occurred and is obligated to obtain the Mortgage Files from the continuing, upon receipt by Buyer or its designee at such Seller's expense on of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date., Buyer shall be deemed to have simultaneously released its security interest in
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Goldman Sachs Real Estate Finance Trust Inc)
Repurchase. (i) Each Seller The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends the Sellers intend to make such a repurchase, such Seller the Sellers shall give one (1) Business Day's ’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is The Sellers are obligated to obtain the Mortgage Files from the Buyer or its designee Custodian at such Seller's the Sellers’ expense on the Repurchase Date.
Appears in 1 contract
Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing (unless the repurchase cures the Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by (i) Each Seller may repurchase Purchased Mortgage Loans without penalty Buyer’s actions or premiuminactions or, subject to (ii) in the last sentence event Servicer is W▇▇▇▇ or an Affiliate of this Section 3(d)(i)Buyer, on any datethe actions or inactions of Servicer. The Repurchase Price payable for portion of any Release Amount paid in connection with the repurchase of any such a Purchased Mortgage Loan shall be reduced as provided Asset that is in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to excess of the Buyer, designating then current Repurchase Price of the related Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
(b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionAsset being repaid.
(iic) On At any time during the Repurchase Dateexistence of a Default, termination Event of the Transaction will be effected by reassignment to the related Default or unsatisfied Margin Deficit, Seller or its designee of the shall not repurchase a Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to an account Buyer. The portion of all such proceeds in excess of the Buyer. Such then-current Repurchase Price of the related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable.
(d) For the avoidance of doubt, nothing herein shall prohibit Seller is obligated from selling an Asset to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase DateDate for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Resource Capital Corp.)
Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that if a Purchased Asset is (i) Each Seller may in a Restructure Period and the expiration date of such Restructure Period is later than the Repurchase Date set forth in the relevant Confirmation or (ii) undergoes an extension of its maturity date pursuant to an extension at the Underlying Obligor’s option where the related Mortgage Loan Documents do not require the consent of the lender(s) thereunder (including Seller), Seller’s obligation to repurchase such Purchased Mortgage Loans without penalty or premium, subject Asset shall be extended to the last sentence expiration of this Section 3(d)(i)such Restructure Period upon execution of an amended and restated Confirmation for such Purchased Asset; provided further, however, that with respect to any Repurchase Date that occurs on any the second (2nd) Business Day prior to the Purchased Asset prepayment date. The , scheduled maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of clauses (b) or (c) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second (2nd) Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If either 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller intends prior to make the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, such Seller shall give repurchase request and (y) one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, Day after the related Seller shall pay to Repurchase Date (or upon the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer receipt of the Repurchase Price to an account if the repurchase is in connection with the sale of the BuyerPurchased Asset to a third party or a repayment in full by the Underlying Obligor). Such Seller is obligated Any Income with respect to obtain the Mortgage Files from the such Purchased Asset received by Buyer or its designee at such Seller's expense on Waterfall Account Bank after payment of the Repurchase DatePrice therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts then due and payable to Buyer under this Agreement in accordance with Article 5 of this Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Private Real Estate Credit & Income Fund)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset or Underlying Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be effected by reassignment deemed to have simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to Seller the related Asset Documents and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset or Underlying Assets, upon Seller’s request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Seller Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or its designee of the Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of Seller. Notwithstanding the Buyer. Such foregoing, on or before the Facility Termination Date, Seller is obligated shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from the Buyer or its designee at such Seller's expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (Altisource Residential Corp)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for such Purchased Asset as of the designated Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Mortgage Loans. If Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Agreement), Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Mortgage Loan is repurchased on any date other than the Reset Date Asset Documents with respect to such Purchased Asset) for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred Purchased Asset by reason of clause (d) of the liquidation or reemployment definition of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the “Repurchase Date”, termination settlement of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to an account the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer. Such Seller is obligated to obtain ’s confirmation of the Mortgage Files from receipt of the Buyer or its designee at such Seller's expense Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined in its discretion, under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.)
Repurchase. (i) Each The Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d5(e). If either the Seller intends to make such a repurchase, such the Seller shall give one (1) Business Day's ’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). The Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such the Seller's ’s expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (First NLC Financial Services Inc)
Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to the last sentence of repurchase Purchased Mortgage Loans in accordance with this Section 3(d)(i), on any date3(e) and Section 4. The Repurchase Price payable for the Any repurchase of any such Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan shall be reduced as provided to a third-party purchaser, including in Section 5(d). If either Seller intends to make such connection with a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionsecuritization transaction.
(ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date.
(iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment subject to the related conditions set forth herein, Buyer shall sell and deliver to Seller or its designee of designee, the Purchased Mortgage Loans Loans, and the Transactions hereunder shall terminate, upon simultaneous payment by Seller by wire to the Collection Account (and any Income in respect thereof received or other account as designated by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5in writing) against the simultaneous transfer of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to an account all Purchased Mortgage Loans up to and including such Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the related Repurchase Date.. Such
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Repurchase. If Purchaser discovers that a breach of any representation or warranty contained in Section 5 or 8 has occurred (i) Each a “Breach”), Purchaser shall have the right, by providing written notice to Seller, to cause Seller may to repurchase Purchased Mortgage the affected Loans without penalty or premiumfrom Purchaser. Such notice from the Purchaser shall be accompanied by reasonable documentation, subject to the last sentence extent in the possession of this Section 3(d)(i)Purchaser, on to enable the Seller to determine the validity of Purchaser’s assertion. Notwithstanding the foregoing, Seller shall have 10 days to cure any dateBreach. The Repurchase Price payable for This cure period will commence upon the repurchase date of any Purchaser’s written notice to Seller of the related Breach. In the event a Breach is not cured within such Purchased Mortgage 10 day period, at Purchaser’s option, the affected Loan shall be reduced as provided repurchased by the Seller within 10 days of the expiration of such 10 day period. Unless otherwise set forth in Section 5(d)the related Confirmation, the repurchase price shall be equal to (a) 110% of the Purchase Price paid to Seller by Purchaser, less (b) any amounts received by the Purchaser which reduce the outstanding principal amount of the respective Loan. If either Upon completion of such repurchase by Seller, Purchaser and Seller intends shall arrange for the reassignment of the repurchased Loan to make such a the Seller and the delivery to Seller of any documents held by Purchaser or its custodian relating to the repurchased Loan. In the case of any lien for which an assignment from Seller to Purchaser has been recorded prior to repurchase, such Seller Purchaser shall give one (1) Business Day's prior written notice thereof within 10 calendar days of the repurchase provide an executed assignment from Purchaser to the Buyer, designating the Purchased Mortgage Loans to be repurchasedSeller. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate reasonable and necessary recording costs in connection with recording such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionreassignment.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.
Appears in 1 contract
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens created by reassignment Buyer. Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of Seller. Notwithstanding the Buyer. Such foregoing, on or before the Maturity Date, Seller is obligated shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from the Buyer or its designee at such Seller's expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starwood Property Trust, Inc.)
Repurchase. (i) Each Unless an Event of Default or Margin Deficit has occurred and is continuing, or will result therefrom, Seller may repurchase Purchased cause the sale or other transfer of one or more Underlying Mortgage Loans from Trust Subsidiary without penalty penalty, fee or premium, subject to the last sentence of this Section 3(d)(i), premium on any datedate (an “Optional Repurchase”). The Repurchase Price payable for the repurchase such sale or transfer of any such Purchased Underlying Mortgage Loan shall be reduced as provided in Section 5(d)5(e) hereof. If either Seller intends to make such a repurchasesale or transfer, such Seller shall give at least one (1) Business Day's ’s prior written notice thereof in the form of Exhibit D attached hereto to the Buyer, designating the Purchased Underlying Mortgage Loans to be repurchasedsold or transferred. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Underlying Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than Immediately following receipt of the Reset Date for such TransactionRepurchase Price by Buyer, the related Seller Underlying Mortgage Loan shall pay cease to be subject to this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in such Underlying Mortgage Loan without further action by any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionPerson.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Asset (or release by Buyer of its interest in the Underlying Mortgage Loans Loans) (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 55 hereof) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Underlying Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset except as otherwise provided herein). Seller is Parties are obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's ’s expense on the Repurchase Date. With respect to any eMortgage Loan, upon receipt of the related Repurchase Price Buyer shall initiate a Transfer of Location of the eNotes and Delegatee status with respect thereto as may be directed by Seller Parties. Notwithstanding any provision contained herein or in any other Facility Document, all transfers (and each such transfer) from Buyer to a Seller Party or any designee of a Seller Party of Mortgage Notes (including without limitation all transfers of the Control and/or the Location of any eNote on the MERS eRegistry that result in the transfer the Control of any eNote from Buyer to a Seller Party or to any other Person) are and shall be without recourse for the obligations of the Mortgagor and without (i) any of the liabilities of an endorser under UCC § 3-414, by analogy or otherwise, and (ii) any of the transfer warranties of UCC § 3-417 or other warranty, express or implied.
Appears in 1 contract
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall, at Seller’s request, authorize Custodian to promptly release to Seller the Whole Loan Documents or Senior Interest Documents for such Purchased Asset, deliver terminations of security documents specifically relating to such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens caused by reassignment (a) Buyer’s actions or inactions and (b) so long as Servicer is Buyer or an Affiliate of Buyer, the actions or inactions of Servicer. Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account uncured Event of Default, one-hundred percent (100%) of the Buyer. Such Seller is obligated net proceeds due from an Underlying Obligor in connection with the payoff of an underlying Whole Loan by such Underlying Obligor shall be paid directly to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on towards payment of the Repurchase DateObligations of the related Purchased Asset. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in Buyer’s discretion to reduce any other amounts due and payable to Buyer under this Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Dividend Capital Total Realty Trust Inc.)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the Closing Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens created by reassignment Buyer. Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Collection Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of Seller. Notwithstanding the Buyer. Such foregoing, on or before the Maturity Date, Seller is obligated shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from the Buyer or its designee at such Seller's expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starwood Property Trust, Inc.)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for such Purchased Asset as of the designated Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Mortgage Loans. If Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Agreement), Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Mortgage Loan is repurchased on any date other than the Reset Date Asset Documents with respect to such Purchased Asset) for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred Purchased Asset by reason of clause (d) of the liquidation or reemployment definition of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the “Repurchase Date”, termination settlement of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to an account the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until ▇▇▇▇▇’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer. Such Seller is obligated to obtain ’s confirmation of the Mortgage Files from receipt of the Buyer or its designee at such Seller's expense Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined in its discretion, under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.)
Repurchase. (i) Each On the Repurchase Date for each Purchased Asset, Seller may repurchase shall transfer to Buyer the Repurchase Price for such Purchased Mortgage Loans without penalty or premiumAsset as of the Repurchase Date, subject and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the last sentence maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of this Section 3(d)(i)clause (d) of the definition of “Repurchase Date”, on any date. The settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If either 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller intends prior to make the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, such Seller shall give repurchase request and (y) one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, Day after the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment . Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the Buyernet proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset. Such Seller is obligated The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from the reduce any other amounts due and payable to Buyer or its designee at such Seller's expense on the Repurchase Dateunder this Agreement in accordance with Article 5.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to and the related Seller or its designee Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the Purchased Mortgage Loans (and any Income in respect thereof received by definition of “Repurchase Date”, settlement of the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an account amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens created by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the BuyerRepurchase Price therefor shall be remitted to Seller. Such Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller is obligated shall repurchase all CMBS Purchased Assets by paying to obtain Buyer the Mortgage Files from outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer or its designee at such Seller's expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Repurchase. (i) Each On the Repurchase Date for each Purchased Asset, Seller may repurchase shall transfer to Buyer the Repurchase Price for such Purchased Mortgage Loans without penalty or premiumAsset as of the Repurchase Date, subject and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the last sentence maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of this Section 3(d)(i)clause (d) of the definition of “Repurchase Date”, on any date. The settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by Buyer’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If either 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller intends prior to make the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, such Seller shall give repurchase request and (y) one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, Day after the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment . Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the Buyer. Such Seller is obligated to obtain net proceeds paid in connection with the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.relevant payoff and
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer's behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing (unless the repurchase cures the Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by (i) Each Seller may repurchase Purchased Mortgage Loans without penalty Buyer's actions or premiuminactions or, subject to (ii) in the last sentence event Servicer is ▇▇▇▇▇ or an Affiliate of this Section 3(d)(i)Buyer, on any datethe actions or inactions of Servicer. The Repurchase Price payable for portion of any Release Amount paid in connection with the repurchase of any such a Purchased Mortgage Loan shall be reduced as provided Asset that is in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to excess of the Buyer, designating then current Repurchase Price of the related Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
(b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer's receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the designated Purchased Mortgage LoansAsset being repaid.
(c) At any time during the existence of a Default, Event of Default or unsatisfied Margin Deficit, Seller shall not repurchase a Purchased Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer. If any The portion of all such proceeds in excess of the then-current Repurchase Price of the related Purchased Mortgage Loan is repurchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable.
(d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer on any date other than the Reset Repurchase Date for such Transaction, a Purchased Asset so long as Seller complies with the related Seller shall pay provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.
(e) In the event that Buyer determines LIBOR based on another recognized source or interbank quotation (as contemplated and permitted by the parenthetical in the definition of LIBOR) and Seller is not satisfied with such determination, Seller has the option to terminate the Facility and repurchase all Purchased Assets outstanding within thirty (30) days of Buyer's determination by Seller providing Buyer with at least five (5) Business Days' prior written notice of the exercise of such option and the requested early Repurchase Date and paying to Buyer the aggregate Repurchase Price outstanding for all Purchased Assets (including any amount required to compensate such breakage costs incurred by Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such early repurchase), includingprovided that (i) no Exit Fee shall be payable by Seller in connection therewith, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
and (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (acknowledges and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, agrees that such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of shall be calculated utilizing the LIBOR rate so determined by Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Exantas Capital Corp.)
Repurchase. (i) Each Seller may repurchase a Purchased Mortgage Loans Loan without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the date and such Seller shall repurchase of any such a Purchased Mortgage Loan shall be reduced as provided in on the related Repurchase Date at the related Repurchase Price less any amounts transferred pursuant to Section 5(d)6 hereof. If either In the event that a Seller intends wishes to make such repurchase a repurchasePurchased Mortgage Loan, such Seller shall give at least one (1) Business Day's ’s prior written notice thereof to the Buyer, designating which notice shall set forth (A) the Purchased Mortgage Loans to be repurchased. If such notice is given, (B) the amount specified in such notice Repurchase Date and (C) the Repurchase Price thereof which shall be due and payable on the date Repurchase Date specified therein, and, . Upon Buyer’s receipt of an amount at least equal to such Repurchase Price on receiptany Business Day prior to 3 p.m. (eastern standard time), such amount shall be applied to the Repurchase Price for on that same Business Day. Any amounts received after 3 p.m. (eastern standard time) shall be deemed received by Buyer on the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionnext Business Day.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 56) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's ’s expense on the Repurchase Date.
Appears in 1 contract
Repurchase. On the Repurchase Date (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premiumEarly Repurchase Date, subject to the last sentence of this Section 3(d)(iif applicable), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable or on the date specified thereinof any pay-off of the Purchased Asset pursuant to which the obligor thereunder is released from future payment obligations in accordance with this Agreement, andor upon the payment in full for any reason of the Repurchase Price with respect to the Purchased Asset, on receipt, such amount Seller shall be applied transfer to Agent the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation Repurchase Date (or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Early Repurchase Date, termination if applicable) and, so long as no Event of Default has occurred and is continuing, Agent shall promptly transfer to Seller the Purchased Asset in accordance with Section 18.19, whereupon the Transaction will be effected by reassignment with respect to the related Seller or its designee Purchased Asset shall terminate; provided, however, that in the event of a pay-off of the Purchased Mortgage Loans (Asset, Agent shall transfer the Purchased Asset to Seller regardless of whether an Event of Default has occurred and any is continuing. Any Income in with respect thereof to the Purchased Asset received by the Agent or any Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to an account Seller. Notwithstanding the foregoing, not later than the Facility Termination Date, Seller shall repurchase the Purchased Asset by paying to Agent the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Agent shall promptly remit to Seller the excess, if any, remaining after application of such funds and any Income to the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the outstanding Repurchase DateObligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (i) Each On the Repurchase Date for each Purchased Asset, Seller may repurchase shall transfer to Buyer the Repurchase Price for such Purchased Mortgage Loans without penalty or premiumAsset as of the Repurchase Date, subject and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the last sentence maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of this Section 3(d)(i)clause (d) of the definition of “Repurchase Date”, on any date. The settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If either 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller intends prior to make the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, such Seller shall give repurchase request and (y) one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, Day after the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment . Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the Buyer. Such Seller is obligated to obtain net proceeds paid in connection with the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.relevant payoff and
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date (as of such date) for such Transaction, Purchased Asset and related Records (if any) and all amounts payable by Seller to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement with such Affiliated Hedge Counterparty relating to such Purchased Asset, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall pay terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer any amount required to compensate such Buyer for any additional losses, costs shall deliver an amendment thereto or expenses which it may reasonably incur as a result termination thereof evidencing the release of such repurchasePurchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, includingexcept that Buyer shall represent to Seller that, without limitation, any loss, cost or expense incurred to the extent that good title was transferred and assigned by reason of Seller to Buyer hereunder on the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase related Purchase Date, termination that Buyer is the sole owner of the Transaction will be effected such Purchased Asset, free and clear of any other interests or Liens caused by reassignment Buyer’s actions or inactions. Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds received by Buyer in excess of the Buyer. Such Seller is obligated then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from the reduce any other amounts due and payable to Buyer or its designee at such Seller's expense on the Repurchase Dateunder this Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Northstar Realty Finance Corp.)
Repurchase. (i) Each On the Repurchase Date for each Purchased Asset, Seller may repurchase shall transfer to Buyer the Repurchase Price for such Purchased Mortgage Loans without penalty or premiumAsset as of the Repurchase Date, subject and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the last sentence maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of this Section 3(d)(i)clause (d) of the definition of “Repurchase Date”, on any date. The settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from ▇▇▇▇▇’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by ▇▇▇▇▇, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If either 3.04, in no event shall Buyer be required to return the Mortgage Asset File related to any Purchased Asset repurchased in total by Seller intends prior to make the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, such Seller shall give repurchase request and (y) one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, Day after the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment . Any Income with respect to the related Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the Buyernet proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset. Such Seller is obligated The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from the reduce any other amounts due and payable to Buyer or its designee at such Seller's expense on the Repurchase Dateunder this Agreement in accordance with Article 5.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (i) Each The Seller may repurchase Purchased Mortgage Loans Assets without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan Asset shall be reduced as provided in Section 5(d5(f). If either the Seller intends to make such a repurchase, such the Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans Assets to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionAssets.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans Assets (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Payment Date except as otherwise provided herein). The Seller is obligated to obtain the Mortgage Asset Files from the Buyer or its designee at such the Seller's expense on the Repurchase Date.
(iii) If the Seller repurchases, in whole or in part, Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"
Appears in 1 contract
Sources: Master Repurchase Agreement (Anthracite Capital Inc)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that (i) with respect to any Default that is cured prior to the expiration of any applicable cure period, Buyer shall transfer the applicable Purchased Asset to Seller upon Buyer’s determination, in its sole discretion, that the applicable Default has been timely cured, whereupon such Transaction with respect to such Purchased Asset shall terminate, and (ii) with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Transaction will be effected by reassignment to the related Seller or its designee definition of “Repurchase Date”, settlement of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an account amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the BuyerRepurchase Price therefor shall be remitted to Seller. Such Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations provided, however, to the extent that the Maturity Date occurred under clause (c) of the definition thereof, Buyer agrees, for purposes of this sentence, to treat Seller no differently than it treats other similarly situated customers in similar transactions. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, unless such unsatisfied Margin Deficit, uncured Default or Event of Default is obligated cured in its entirety by such repurchase, Seller shall only be permitted to obtain repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Mortgage Files from Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, with all such amounts to be applied by Buyer or its designee at in accordance with Article 5. The portion of all such Seller's expense on net proceeds in excess of the then-current Repurchase DatePrice of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (AG Mortgage Investment Trust, Inc.)
Repurchase. (i) Each The Seller may repurchase Purchased Mortgage MH Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i)) and subject further to Section 3(e) below, on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage MH Loan shall be reduced as provided in Section 5(d). If either the Seller intends to make such a repurchase, such the Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage MH Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage MH Loans. If any Purchased Mortgage MH Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage MH Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Upon receipt of the Repurchase Price, Buyer shall execute all documents and take all actions reasonably necessary to transfer title to the Purchased MH Loans in Seller's name and assign all of Buyer's rights thereunder to Seller. The Seller is obligated to obtain the Mortgage Loan Files from the Buyer or its designee at such the Seller's expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Affordable Residential Communities Inc)
Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans Assets without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan Asset shall be reduced as provided in Section 5(d5(a) or 4(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's ’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans Assets to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage LoansAssets. If any Purchased Mortgage Loan Asset is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) Prior to an Event of Default, if any Purchased Asset is finally liquidated in the ordinary course of servicing such Purchased Asset during any monthly period, (A) the Repurchase Date for such Purchased Asset shall be the date of liquidation, (B) all proceeds of such liquidation shall be held by Sellers and the Servicer, in trust for Buyer and shall constitute the property of the Buyer, and (C) the Repurchase Price for such Purchased Asset (including Price Differential through the date of payment) shall be paid to Buyer on the first Business Day of the following month.
(iii) On the Repurchase Date, (A) termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans Assets (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Asset Files from the Buyer or its designee at such Seller's ’s expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Repurchase. (i) Each Seller may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset shall terminate. Buyer shall be effected by reassignment deemed to have simultaneously released its security interest in such Purchased Asset and, to the related extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall promptly deliver an amendment thereto or its designee termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer except that Buyer shall be deemed to have represented that such Purchased Asset is being transferred free and clear of any encumbrance created by Buyer without the necessity for any further documentation. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer Collection Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to an account Seller, but in no event later than the next Remittance Date, without any set-off, deduction or other application of Income pursuant to Sections 5.02 and 5.03 and, until so paid or delivered, Buyer shall hold such Income in the BuyerCollection Account in trust for the sole benefit of Seller. Such Notwithstanding the foregoing, on or before the Maturity Date, Seller is obligated shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. For the Buyer or its designee at such Seller's expense on avoidance of doubt, the Repurchase DatePrice for any Purchased Asset shall include only the accrued and unpaid Price Differential for such Purchased Asset and not the Price Differential for all Purchased Assets.
Appears in 1 contract
Sources: Master Repurchase Agreement (Two Harbors Investment Corp.)
Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase DateDate for any Transaction, termination of the Transaction will be effected by reassignment transfer to the related Seller or its designee of the Purchased Mortgage Loans (Assets being repurchased and any Income in respect thereof received by the Buyer ▇▇▇▇▇ (and not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section Article 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer; provided, however, that (x) Buyer shall have no obligation to permit Seller to repurchase any Purchased Asset if a Default or an Event of Default shall have occurred and be continuing or any unsatisfied Margin Deficit beyond the Margin Threshold shall 4866-0343-1908v.212 exist unless such Margin Deficit, Default or Event of Default would be cured by the repurchase of such Purchased Asset or such Margin Deficit is concurrently cured by Seller in accordance with Article 4 of this Agreement or such Default or Event of Default is concurrently cured in accordance with this Agreement and (y) notwithstanding anything to the contrary in Article 5(f), with respect to Principal Payments in full with respect to any Purchased Asset prior to the related maturity date, termination of the related Transaction may be effected by Seller causing the Mortgagor to transfer directly to an account of Buyer. Such Seller is obligated to obtain , rather than the Mortgage Files from the Buyer or its designee at such Seller's expense on Waterfall Account, the Repurchase Price for such Purchased Asset. Concurrently with payment of the Repurchase Price to Buyer in accordance with the foregoing on such Repurchase Date, Buyer’s security interest in the related Collateral shall terminate in accordance with Article 6(c).
Appears in 1 contract
Sources: Master Repurchase Agreement (BrightSpire Capital, Inc.)
Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to the last sentence of repurchase Purchased Mortgage Loans in accordance with this Section 3(d)(i), on any date3(e) and Section 4. The Repurchase Price payable for the Any repurchase of any such Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan shall be reduced as provided to a third-party purchaser, including in Section 5(d). If either Seller intends to make such connection with a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionsecuritization transaction.
(ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at [***] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [***] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date.
(iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment subject to the related conditions set forth herein, Buyer shall sell and deliver to Seller or its designee of designee, the Purchased Mortgage Loans Loans, and the Transactions hereunder shall terminate, upon simultaneous payment by Seller by wire to the Collection Account (and any Income in respect thereof received or other account as designated by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5in writing) against the simultaneous transfer of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to an account all Purchased Mortgage Loans up to and including such Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the Buyerrelated Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan.
(iv) In addition to any other rights and remedies of Buyer hereunder, Seller is obligated to obtain the shall immediately repurchase any Purchased Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase DateLoan that no longer qualifies as an Eligible Mortgage Loan.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Repurchase. (i) Each The Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either the Seller intends to make such a repurchase, such the Seller shall give one (1) Business Day's ’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such The Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such the Seller's ’s expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Taberna Realty Finance Trust)