Applicability; Transaction Overview. From time to time, upon the terms and conditions set forth herein, the parties hereto may enter into transactions, on an uncommitted basis, in which Seller agrees to transfer to Buyer certain Mortgage Loans and all right, title and interest (including the Servicing Rights (as hereinafter defined)) in and to the Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans against the transfer of funds by Seller. Each such transaction involving the transfer of Mortgage Loans shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to engage in the Transactions, but sets forth the requirements under which Buyer would consider entering into Transactions set forth herein.
Applicability; Transaction Overview. From time to time, upon the terms and conditions set forth herein, the parties hereto may enter into transactions on an uncommitted basis in which Seller agrees to transfer to Buyer Mortgage Loans and all right, title and interest (including, in the case of Servicing-Released Mortgage Loans, the Servicing Rights (as hereinafter defined)) in and to the Mortgage Loans against the transfer of funds by Xxxxx, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans against the transfer of funds by Xxxxxx. Each such transaction involving the transfer of Mortgage Loans shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Xxxxx to engage in the Transactions, but sets forth the requirements under which Xxxxx would consider entering into Transactions set forth herein.
Applicability; Transaction Overview. Subject to the terms and conditions set forth herein, from time to time and at the request of Seller, the parties may enter into transactions in which Seller agrees to sell, transfer and assign to Buyer certain Purchased Assets on a servicing-released basis, against the transfer of funds by Buyer representing the Purchase Price for such Purchased Assets, with a simultaneous agreement by Buyer to transfer to Seller and Seller to repurchase such Purchased Assets in a repurchase transaction at a date not later than the Termination Date, against the transfer of funds by Seller representing the Repurchase Price for such Purchased Assets. Each such transaction involving the purchase and sale of additional Mortgage Loans shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to engage in the Transactions, but sets forth the requirements under which the Buyer would consider entering into Transactions set forth herein.
Applicability; Transaction Overview. From time to time, upon the terms and conditions set forth herein, the parties hereto may agree to enter into transactions in which a Seller agrees to transfer to Buyer certain Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to such Seller such Mortgage Loans against the transfer of funds by such Seller. From time to time, a Seller may request a release of Purchased Assets from Buyer in conjunction with an Optional Repurchase. Notwithstanding anything to the contrary herein, this Agreement is not a commitment by Buyer to enter into Transactions with Sellers but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Sellers. Each such transaction involving the transfer of Eligible Mortgage Loans shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. As additional credit enhancement in connection with the Transactions hereunder and as a condition precedent to Buyer entering into the Transactions hereunder, (i) Guarantor shall deliver a full recourse guaranty of all Obligations and (ii) each Pledgor shall deliver a Pledge Agreement to secure the Obligations.
Applicability; Transaction Overview. Subject to the terms and conditions set forth herein, from time to time and at the request of Seller, the parties may enter into transactions in which Seller agrees to sell, transfer and assign to Buyer certain Purchased Assets, against the transfer of funds by Buyer representing the Purchase Price for such Purchased Assets, with a simultaneous agreement by Buyer to transfer to Seller and Seller to repurchase such Purchased Assets in a repurchase transaction at a date not later than the Termination Date, against the transfer of funds by Seller representing the Repurchase Price for such Purchased Assets. Each such transaction involving the purchase and sale of additional Mortgage Loans (and, for the avoidance of doubt, any Advanced Holdback Amount) shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder.
Applicability; Transaction Overview. Subject to the terms and conditions set forth herein, from time to time and at the request of Seller, the parties may enter into transactions in which Seller agrees to sell, transfer and assign to (i) Agent, on behalf of the Buyers, the Mortgage Loans and the REO Subsidiary Interests, and (ii) the REO Subsidiary, the Contributed REO Properties, in each case, against the transfer of funds by Buyers representing the Purchase Price for such Purchased Assets and Contributed REO Properties, with a simultaneous agreement by Agent on behalf of Buyers to transfer to Seller Purchased Assets and permit the release of Contributed REO Properties from the REO Subsidiary, and Seller to repurchase such Purchased Assets and cause the release of such Contributed REO Properties in a repurchase transaction at a date not later than the Termination Date, against the transfer of funds by Seller representing the Repurchase Price for such Purchased Assets and Contributed REO Properties. Each such transaction involving the purchase and sale of additional Mortgage Loans or REO Subsidiary Interests from Seller or the transfer of additional Contributed REO Property to the REO Subsidiary resulting in an increase or decrease in the value of the REO Subsidiary Interests, as applicable, shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, the purchase and sale of each Purchased Asset and each Contributed REO Property shall be deemed a separate Transaction. Seller owns 100% of the beneficial interest in the REO Subsidiary. On the A&R Effective Date, Agent for the benefit of Buyers shall purchase the REO Subsidiary Interests from Seller in connection with the Transaction on such date. As part of separate Transactions Seller may request and Agent for the benefit of Buyers may fund, subject to the terms and conditions of this Agreement, an increase in the Purchase Price for the REO Subsidiary Interests based upon the conveyance by Seller of additional Contributed REO Properties, including on account of Purchased Assets that were converted from Mortgage Loans, to the REO Subsidiary. In order to further secure the Obligations hereunder, the interest in the assets of the REO Subsidiary shall be pledged by the REO Subsidiary to the Agent ...
