Common use of The Transactions Clause in Contracts

The Transactions. a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 1st day of each month (or, if such 1st day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased AssetAssets (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price except as otherwise provided herein). The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections Paragraphs 9(a) and (b9(b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 1st 15th day of each month (or, or the following Business Day if such 1st day is not a Business Day, the immediately following Business Day) following the related initial Purchase Purchased Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section Paragraph 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1five(5) Business Day Days prior to any Repurchase Date; , provided that (i) if the Repurchase Date so determined is later than the Termination date which is 364 days later than the Effective Date (the "Final Repurchase Date"), the Repurchase Date for such Transaction shall automatically reset to the Termination Final Repurchase Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (x) the Buyer's Margin Percentage shall be equal in the case of a Bridge Loan to 125% and in the case of a Mezzanine Loan to 155%, (y) the Pricing Rate shall be equal to Adjusted Libor plus 200 basis points (2 in the case of a Bridge Loan and 275 basis points (2.75%) in the case of a Mezzanine Loan, and (z) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date; provided however, that with respect to the Mezzobridge Assets, (w) the Buyer's Margin Percentage, (x) the Pricing Rate, (y) the Purchase Price and (z) the Pricing Rate Final Repurchase Date shall be as set forth calculated in accordance with the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relatesMezzobridge Schedule. c. Any Seller may repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related Seller shall repurchase Purchased Assets from the related Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists exists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from the related Buyer or its designee (including the Custodian) at the related such Seller's ’s expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 1st day Repurchase Date occurring on either (i) the last Business Day of each month (or, if such 1st day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date or (ii) any other Business Day set forth in the related Transaction Notice (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless the related Buyer is notified by the related such Seller at least one (1) Business Day prior to any such Repurchase Date; , provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled Settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which is not If a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased AssetsAssets without having provided related Buyer notice of such repurchase by no later than 11:00 a.m. (New York City time) one (1) Business Day prior to such repurchase, such Seller shall indemnify the related Buyer and hold the related Buyer harmless from any losses, costs and/or expenses which the related Buyer may sustain sustains or incur incurs arising from the reemployment of funds obtained by the related Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. The related Buyer shall deliver to the related such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by the related Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This The provisions of this Section 3(c) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. d. From time to time, during the term of the Repurchase Agreement, a Seller may provide notice to the relevant Buyer (the “Deposit Notice”) before 5:00 pm New York City time on any Business Day that such Seller has excess cash to deposit in an account held at such Buyer or an Affiliate of such Buyer (the “Collateral Account”). Upon receipt of the Deposit Notice and provided that there is no Margin Deficit and no Default or Event of Default has occurred or is continuing, the relevant Seller shall transfer cash to the Collateral Account. All amounts on deposit in the Collateral Account shall earn interest (the “Collateral Account Credits”) at an interest rate equal to LIBOR plus 0.45% and calculated in the same manner as the calculation of the Price Differential. The Buyers shall credit, set off and net any accrued Collateral Account Credits against any amounts owed in respect of accrued, but unpaid Price Differential, provided that (i) in no event will a Seller be entitled to any Collateral Account Credits in excess of the Price Differential and (ii) no Seller shall be entitled to carryover any Collateral Account Credits in any applicable calculation period to any future period. All amounts on deposit at any time in the Collateral Account shall be considered Collateral for purposes of the Repurchase Agreement. Provided that there is no Margin Deficit and that no Default or Event of Default has occurred or is continuing, the relevant Buyer shall release any amounts in the Collateral Account on one (1) Business Day’s prior written notice from the related Seller. At any time, Buyers may, in their sole discretion, and provided that there is no Margin Deficit and that no Default or Event of Default has occurred or is continuing, terminate the Collateral Account by returning any amounts on deposit in the Collateral Account to the relevant Seller. e. If Executive Officers of NFI cease to comprise the majority of the members of the board of directors of HomeView at any time during the term of this Agreement, the Buyers shall not enter into any further Transactions with HomeView with respect to any Eligible Assets (including, without limitation, any Purchased Assets then subject to outstanding Transactions). f. If Executive Officers of NFI cease to comprise the majority of the members of the board of directors of Acceleron at any time during the term of this Agreement, the Buyers shall not enter into any further Transactions with Acceleron with respect to any Eligible Assets (including, without limitation, any Purchased Assets then subject to outstanding Transactions).

The Transactions. a. The related Seller shall repurchase all Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, and the most recent, related Servicer Report has been provided to the Buyer, each Purchased Asset that is repurchased by the related Seller on the 1st 26th day of each month (or, if such 1st 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date; , provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any If the related Seller may chooses to repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, such the related Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such the related Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The Subject to the terms and conditions of the Program Documents, this Agreement is a commitment by Buyer to purchase from Sellers certain Purchased Assets up to the Maximum Aggregate Purchase Price and Buyer hereby agrees to enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. b. With respect to any Transaction, related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each any Purchased Asset. The related Related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's its own expense on (or after) the related Repurchase Date. b. c. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 1st Repurchase Date occurring on the 25th day of each month (or, if such 1st 25th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date"”, which term shall also include the date determined by application of Section 1919 (a)) shall automatically become subject to a new Transaction unless Buyer is notified by the related such Seller at least one (1) Business Day prior to any such Repurchase Date; , provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result . d. If Buyer locks in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance rate of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received LIBOR at the opening request of business on the next Business Day such Seller and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets on any day which is not a the Repurchase Date for such Purchased Assetsset forth in Section 3(c) above, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("“Breakage Costs"”), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related such Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

The Transactions. a. The related a) Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists exists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased AssetAsset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price except as otherwise provided herein). The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's ’s expense on (or after) the related Repurchase Date. b. b) Provided that the applicable conditions in Sections 9(a10(a) and (b) have been satisfied, each Purchased Asset that is a Loan that is repurchased by the related Seller on the 1st 10th day of each month (or, if such 1st 10th day is not a Business Day, the immediately following Business Day) and each Purchased Asset that is an LLC Interest that is repurchased by Seller on the 20th day of each month (or, if such 20th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's ’s prior notice to Buyer, a "“Repurchase Date", ,” which term shall also include the date determined by application of Section 1920) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any the related Repurchase Date; provided that that, if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for date. For each new Purchased Asset subject to a Transaction, unless otherwise agreed, (x) with respect to the LLC Interests, to the extent Buyer does not have access to such report through Citibank, N.A., Seller shall provide to Buyer the most recent Trustee Report immediately upon Seller’s receipt of same, (y) the accrued and unpaid Price Differential shall be calculated beginning on the first day and ending on the last day of the calendar month prior to the related Repurchase Date and settled in cash on each related Repurchase Date, Date and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to In the contrary herein, event a partial payment of Repurchase Price with respect to REO Stock shall not result in Pricing Rate is based on a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which LIBO Rate that is not a Repurchase Date fixed for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase request in electronic form prior to 3:00 p.m. New York City time; provided, however, that requests received by Buyer after such time above will be fulfilled on a best-efforts basis. For the avoidance of doubt, any repurchase request received after such time above and which does not settle on such Business Day will be deemed received at the opening of business on the next Business Day and will incur the respective Price Differential. If any such Seller repurchases Purchased Assets period, Agent shall establish a LIBO Rate on any day which is not a Repurchase Date each Business Day, based on one-month LIBO Rate for each such Purchased Assetsday, such Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the related Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding Pricing Rate will change upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereundereach change in LIBO Rate.