INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period. Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto, for Buyer’s review and approval in order to enter into a Transaction with respect to any Eligible Loan that Seller proposes to be included as Collateral under this Agreement. Upon Buyer’s receipt of a complete Due Diligence Package, Buyer shall have the right to request, in Buyer’s good faith business judgment, additional diligence materials and deliveries with respect to the applicable Eligible Loan, to the extent necessary for Buyer’s underwriting of such Eligible Loan. Upon Buyer’s receipt of the Transaction Request, Due Diligence Package and additional diligence materials, Buyer shall use commercially reasonable efforts to within ten (10) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Purchase Price and the Market Value for the Eligible Loan or (ii) deny Seller’s request for a Transaction. Buyer’s failure to respond to Seller within ten (10) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review all Eligible Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans as Buyer reasonably determines. Buyer shall be entitled to make a determination, in its sole discretion, that it shall or shall not purchase any or all of the Eligible Loans proposed to be sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be on a date mutually agreed upon by Buyer and Seller following the approval of an Eligible Loan by Buyer, the Purchased Loan shall be transferred to Buyer against the transfer of the Purchase Price to an account of Seller. Notwithstanding an...
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the Facility Conditions Precedent and Transaction Conditions Precedent specified in Sections 3(c) and (d) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate of the Maximum Repurchase Price for the subject Transaction when added to the Maximum Repurchase Prices of all then outstanding Transactions shall not exceed the Facility Amount in effect on the Initial Purchase Date for such Transaction and (ii) Buyer shall not have any obligation to enter into Transactions with Seller after the occurrence and during the continuance of an Event of Default or during the thirty (30) day period immediately prior to the Facility Expiration Date (other than Subsequent Purchases during such thirty (30) day period, if applicable). Seller may, from time to time, submit to Buyer a Transaction Request, in the form of Exhibit VIII attached hereto (the “Transaction Request”), for Buyer’s review and approval in order to enter into the initial Transaction with respect to any Eligible Mortgage Loan that Seller proposes to sell to Buyer under this Agreement. Upon Buyer’s receipt of the Transaction Request and initial Due Diligence Package, Buyer shall endeavor to within five (5) Business Days and following receipt of internal credit approval, either (i) notify Seller of the Maximum Repurchase Price, the Initial Purchase Price and the Market Value for the Eligible Mortgage Loan or (ii) deny Seller’s request for a Transaction, in Buyer’s sole and absolute discretion. Buyer’s failure to respond to Seller within five (5) Business Days shall be deemed to be a denial of Seller’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Buyer shall have the right to review each Mortgage Loan proposed to be sold to Buyer in any Transaction, request additional diligence materials and deliveries from Seller and to conduct its own due diligence investigation of such Mortgage Loan as Buyer determines in its sole and absolute discretion. Upon receipt of the Due Diligence Package and other required documentation, Buyer shall complete its due diligence review and financial modeling with respect to the Mortgage Loan proposed to be sold to Buyer by Seller. Buyer shall be entitled to make a determination, in the exercise of its sole discretion that it sha...
INITIATION; CONFIRMATION; TERMINATION; FEES. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller payment of an amount equal to all fees and expenses payable hereunder, and all of the following items, each of which shall be satisfactory in form and substance to Buyer and its counsel:
INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement (“Initiation; Confirmation; Termination”) are hereby deleted and replaced in their respective entireties by the following provisions of this Section 3:
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may, from time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction with respect to one or more New Assets. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Buyer’s review and approval in Buyer’s sole good faith discretion. Notwithstanding anything to the contrary herein, Buyer shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Asset) would exceed the Facility Amount. Buyer and its representatives shall have the right to review all New Assets proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such New Assets as Buyer determines is necessary in Buyer’s sole good faith discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer shall be entitled to make a determination, in Buyer’s sole good faith discretion, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Buyer by Seller.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may, from time to time, prior to October 25, 2014 (the “Outside Date”), request that Buyer enter into a Transaction with respect to one or more New Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Buyer’s review and approval in Buyer’s sole discretion. Notwithstanding anything to the contrary herein, Buyer shall have no obligation to consider for purchase any New Loan if, immediately after the purchase of such New Loan, the Aggregate Repurchase Price (including the proposed Purchase Price of such New Loan) would exceed the Facility Amount. Buyer and its representatives shall have the right to review all New Loans proposed to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such New Loans as Buyer determines is necessary in Buyer’s sole discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer shall be entitled to make a determination, in its sole discretion, whether a New Loan qualifies as an Eligible Loan or whether to reject any New Loan proposed to be sold to Buyer by Seller.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Conditions Precedent to Initial Transaction. Administrative Agent’s and Buyers’ agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction (unless otherwise stated below), of the condition precedent that Administrative Agent, on behalf of Buyers, has received from Seller all of the following documents, each of which shall be satisfactory in form and substance to Administrative Agent and its counsel:
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding accrued Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyers shall not have any obligation to enter into Transactions with the Seller after the end of the Availability
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) (i) Subject to the terms and conditions set forth in this Agreement, an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (A) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount, (B) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period and (C) this Agreement is not a commitment to enter into Transactions but rather sets forth the procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Prior to the Purchase Date with respect to each Purchase Asset, Seller shall have delivered to Administrative Agent, on behalf of Buyer, the Diligence Materials with respect to such Purchased Asset to be purchased by Administrative Agent, on behalf of Buyer, in accordance with the terms hereof.
