Common use of Determination of Initial Purchase Price Clause in Contracts

Determination of Initial Purchase Price. No later than 8:00 p.m. (New York City time) on the Business Day prior to each proposed Closing Date, the applicable Seller shall deliver to the Issuer and each Swap Counterparty a Loan Tape of the Mortgage Loans proposed to be sold to the Issuer (containing the fields set forth in Exhibit G) and shall notify the Issuer and each Swap Counterparty of its calculation of the Initial Purchase Price for the Mortgage Loans and any Additional Balance in the Portfolio (the “Initial Purchase Price Calculation”). The proposed sale and purchase shall proceed at the Initial Purchase Price Calculation unless any Swap Counterparty gives written notice that it considers that the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%, and provided that such written notice of dispute is received by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing Date. If such written notice of dispute is received, the Issuer, such Seller and the Swap Counterparties shall each use their best efforts to agree on a revised Initial Purchase Price Calculation. If a revised Initial Purchase Price Calculation is agreed, the sale shall proceed on the Closing Date therefor, as set forth below. If the parties are unable to agree upon a revised Initial Purchase Price Calculation, or the sale does not close for any other reason, such Seller shall, at its option, (x) proceed with the sale at the highest price acceptable to the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. The Issuer shall pay to such Seller the Initial Purchase Price of each Mortgage Loan and Additional Balance purchased by it hereunder, in immediately available funds, not later than 5:00 p.m. (New York City time), on the Closing Date.

Determination of Initial Purchase Price. No later than 8:00 3:00 p.m. (New York City time) Eastern time on the Business Day prior to each proposed Closing Date, the applicable Seller shall deliver to the Issuer and a Transfer Supplement. During any IPP Dispute Period, each Swap Counterparty a Loan Tape of the Mortgage Loans proposed Swap Counterparties shall have the right to be sold to the Issuer (containing the fields set forth in Exhibit G) and shall notify the Issuer and each Swap Counterparty of its calculation of dispute the Initial Purchase Price set forth in the related Purchase Notice for the any Mortgage Loan or portfolio of Mortgage Loans and any Additional Balance in delivered during such IPP Dispute Period by 11:30 a.m. Eastern time on such Closing Date, such sale shall occur at the Portfolio (the “highest Initial Purchase Price Calculation”). The proposed sale and purchase shall proceed at the Initial Purchase Price Calculation unless any acceptable to such disputing Swap Counterparty gives written notice that it considers that the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%, and provided that or otherwise such written notice of dispute is received sale must be abandoned or rescheduled by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing Date. If such written notice of dispute is received, the Issuer, such Seller and the Swap Counterparties shall each use their best efforts to agree on a revised Initial Purchase Price Calculation. If a revised Initial Purchase Price Calculation is agreed, the sale shall proceed on the Closing Date therefor, as set forth belowSeller. If the parties are unable to Issuer does not agree upon a revised Initial Purchase Price Calculationwith any purchase calculation, or if the disputing Swap Counterparty disputes any purchase calculation, or the sale does not close for any other reason, then the Closing Date for the Mortgage Loan or portfolio of Mortgage Loans shall be rescheduled to a later date at the Seller’s option; it being understood that regardless of whether the rescheduled Closing Date occurs after the end of the IPP Dispute Period, the provisions of this paragraph shall apply to such Seller shallMortgage Loan or portfolio of Mortgage Loans. If the Issuer does not agree with any purchase calculation, or the sale does not close for any other reason, then the Closing Date for some or all of the Portfolio shall be rescheduled to a later date, at its option, (x) proceed with by the Seller. The Issuer and the Seller shall use their best efforts to close the sale at of any Portfolio on any such Closing Date. On each Closing Date, the highest price acceptable to the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. The Issuer shall pay to such the Seller the Initial Purchase Price of each Mortgage Loan and Additional Balance purchased by it hereunder, hereunder in immediately available funds, funds not later than 5:00 p.m. (New York City 4:00 p.m., Eastern time), on the Closing Date. Each Mortgage Loan must be an Eligible Loan.

Determination of Initial Purchase Price. (i) No later than 8:00 p.m. three (New York City time3) on the Business Day Days prior to each proposed the Closing Date, the applicable Seller shall (A) prepare and deliver to Buyer a written certificate (the Issuer “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (i) the Net Working Capital as of immediately prior to the Effective Time, prepared in conformity with the requirements of this Agreement, including the Transaction Accounting Principles, and each Swap Counterparty in a Loan Tape format consistent with Exhibit B (the “Estimated Net Working Capital”), (ii) Indebtedness of the Mortgage Loans proposed to be sold Acquired Companies as of immediately prior to the Issuer Effective Time, plus any additional per diem amount required to pay off such Indebtedness in full at Closing under any applicable Payoff Letter (containing the fields set forth in Exhibit G“Estimated Closing Indebtedness”), (iii) Cash Amounts of the Acquired Companies as of immediately prior to the Effective Time (the “Estimated Closing Cash Amounts”), (iv) the Transaction Expenses at the Effective Time (the “Estimated Transaction Expenses”) and (v) the Purchase Price calculated therefrom, together with supporting detail and information as Buyer may reasonably request to verify the amounts reflected in the Estimated Closing Statement, in each case, prepared in conformity with the requirements of this Agreement, including the Transaction Accounting Principles, (B) deliver to Buyer customary payoff letters containing, if applicable, lien releases with respect to the Acquired Companies (the “Payoff Letters”), from the holders of Indebtedness in respect of the Estimated Closing Indebtedness and (C) deliver to Buyer final invoices issued by each intended beneficiary of Transaction Expenses (the “Transaction Invoices”) that is a third party service provider or otherwise as applicable. Following the delivery of the Estimated Closing Statement and prior to Closing, Buyer shall notify be entitled to review the Issuer Estimated Closing Statement, and each Swap Counterparty Seller shall consider in good faith Buyer’s comments thereto. In connection with Buyer’s review of the Estimated Closing Statement, Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, and other supporting documents prepared by Seller or its Representatives and used in connection with its calculation of the Initial Purchase Price for the Mortgage Loans Estimated Net Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash Amounts and any Additional Balance in the Portfolio (the “Initial Purchase Price Calculation”). The proposed sale Estimated Transaction Expenses and purchase shall proceed at the Initial Purchase Price Calculation unless any Swap Counterparty gives written notice that it considers that the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%, to finance personnel and provided that such written notice accountants of dispute is received by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing Date. If such written notice of dispute is received, the Issuer, such Seller and the Swap Counterparties shall each use their best efforts to agree on a revised Initial Purchase Price Calculation. If a revised Initial Purchase Price Calculation is agreed, the sale shall proceed on the Closing Date therefor, as set forth below. If the parties are unable to agree upon a revised Initial Purchase Price Calculation, or the sale does not close for Acquired Companies and any other reasoninformation which Buyer reasonably requests, such and Seller shall, at and shall cause its optionRepresentatives to, (x) proceed cooperate reasonably with the sale at the highest price acceptable to the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. The Issuer shall pay to such Seller the Initial Purchase Price of each Mortgage Loan Buyer and Additional Balance purchased by it hereunder, its Representatives in immediately available funds, not later than 5:00 p.m. (New York City time), on the Closing Dateconnection therewith.

Determination of Initial Purchase Price. No later than 8:00 p.m. (New York City time) on the Business Day prior to each proposed Closing Date, the applicable Seller shall deliver to the Issuer Purchaser and each Swap Counterparty via email or facsimile a Loan Tape statement setting forth (i) the approximate aggregate unpaid principal balance of the Mortgage Loans mortgage loans proposed to be sold to the Issuer Purchaser on the related Closing Date (containing for purposes of this paragraph, the fields “Additional Mortgage Loans”), and (ii) the Reference Agent’s calculation (the “Preliminary Xxxx”), using the method set forth in Exhibit G) and shall notify the Issuer and on Annex A to each Swap Counterparty of its calculation Interest Rate Swap, of the Initial Purchase Price for Market Value of the expected pool comprised of the Additional Mortgage Loans together with all of the Mortgage Loans and any Additional Balance in owned by the Portfolio (Purchaser as of the “Initial Purchase Price Calculation”)end of funding on the day the Preliminary Xxxx is delivered. The proposed sale and purchase Each of the Swap Counterparties shall proceed at have the Initial Purchase Price Calculation unless any Swap Counterparty gives written notice that it considers that right to dispute the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%Preliminary Xxxx, and provided that such written that, if notice of such dispute is not received by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing DateDate (after receipt of the Preliminary Xxxx), all of the Swap Counterparties will be deemed to have agreed with such Preliminary Xxxx. If such written notice of dispute is receivedthe Purchaser or any Swap Counterparty does not agree with the Preliminary Xxxx, the IssuerPurchaser, such the Seller and the appropriate Swap Counterparties Counterparty shall each use their best efforts to agree on a revised Initial Purchase Price CalculationPreliminary Xxxx. If a revised Initial Purchase Price Calculation Preliminary Xxxx is agreedagreed or the disputing party withdraws its objection, such revised or the sale original Preliminary Xxxx (as the case may be) shall proceed automatically become the calculation of Market Value for any Mortgage Loans acquired by the Purchaser on the such Closing Date therefor, as set forth belowDate. If the parties are unable to agree upon a revised Initial Purchase Price Calculationthe Preliminary Xxxx, or the sale does not close for any other reason, such the Seller shall, at its option, (x) proceed with the sale at the highest price Market Value acceptable to all the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. No later than 12.00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on each Closing Date (or 4:00 p.m. (New York City time) where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), the Seller shall deliver to the Purchaser a Transfer Supplement and shall notify the Purchaser of its calculation of the Initial Purchase Price for each Mortgage Loan and Additional Balance in the Portfolio, based on the foregoing determination of Market Value. If the Purchaser does not agree with any purchase calculation or the sale does not close for any other reason, the Closing Date for the Portfolio shall be rescheduled to a later date, at its option, by the Seller. The Issuer Purchaser and the Seller shall use their best efforts to close the sale of any Portfolio on any such Closing Date. The Purchaser shall pay to such the Seller the Initial Purchase Price of each Mortgage Loan and Additional Balance purchased by it hereunder, in immediately available funds, funds not later than 5:00 p.m. (New York City time), on the Closing Date. Each Mortgage Loan must be an Eligible Loan.