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:
(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 Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Buyer’s review and approval. Notwithstanding anything to the contrary herein, Buyer shall have no obligation to consider for purchase any proposed Transaction that has an aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) that when combined with all Purchased Loans which have not been repurchased by Seller hereunder exceeds the Facility Amount. Buyer 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 reasonably necessary. Seller agrees to promptly reimburse Buyer for its Diligence Fees upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer shall be entitled to make a determination, in its sole and absolute discretion, whether a New Loan qualifies as an Eligible Loan and whether to reject any or all of the New Loans proposed to be sold to Buyer by Seller. Buyer shall have no obligation to consider for purchase any New Loans proposed by Seller after the original Facility Termination Date or during the Facility Extension Period (if applicable).
(b) Upon Buyer’s receipt of a complete Preliminary Due Diligence Package with respect to a proposed Transaction, Buyer shall have the right within two (2) Business Days, to request in a Supplemental Due Diligence List such additional Diligence Materials and deliveries that Buyer deems necessary to properly evaluate the New Loans. Upon Buyer’s receipt of such additional Diligence Materials or Buyer’s waiver thereof, Buyer shall within five (5) Business Days either (i) notify Seller of Buyer’s intent to proceed with the Transaction and of its determination with respect to the Purchase Price and the Market Value for the related New Loans (such notice, a “Preliminary Approval”) or (ii) deny, in Buyer’s sole and absolute discretion, Seller’s request for the applicable Transaction. Buyer’s ...
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 Xxxxxx, 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. 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:
(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 Loans. Seller shall initiate each request by submitting a Preliminary Due Diligence Package for Buyer's review and approval. Notwithstanding anything to the contrary herein, Buyer shall have no obligation to consider for purchase any proposed Transaction which has an aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) that when combined with all Purchased Loans which have not been repurchased by Seller exceeds the Facility Amount. Buyer shall determine, in its sole and absolute discretion, whether a New Loan qualifies as an Eligible Loan. Buyer 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 reasonably necessary. Seller agrees to promptly reimburse Buyer for its Diligence Fees (subject to a cap of $35,000 per annum) upon request for payment or reimbursement thereof. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer shall be entitled to make a determination, in its sole and absolute discretion, that it shall not purchase any or all of the New Loans proposed to be sold to Buyer by Seller.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of Buyers, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent, as exercised in good faith. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Buyers and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole discretion exercised in good faith. Notwithstanding any provision to the contrary herein or in any other Transaction Document, Administrative Agent, on behalf of Buyers, shall be entitled to determine, in its sole discretion exercised in good faith, whether a New Asset qualifies as an Eligible Asset or whether to reject any New Asset proposed to be sold to Administrative Agent, on behalf of Buyers, by Seller, and Administrative Agent, on behalf of Buyers, shall have no obligation to enter into any Transactions, which Transactions shall be entered into in the sole discretion of Administrative Agent, on behalf of Buyers, exercised in good faith.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller (or any Purchase Price Increase in connection with any Purchased Loan already subject to a Transaction). Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan (or, to the extent the Transaction involves a Purchase Price Increase, a request for a Purchase Price Increase) (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by Buyer to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan or to fund any Purchase Price Increase pursuant to this Agreement. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute
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.
(b) [reserved]
(c) On or prior to the Purchase Date with respect to each Purchase Asset, Seller shall have delivered the documents set forth below in this Section 3(c) with respect to such Purchased Asset and related Mortgaged Property or Mortgaged Properties (to the extent not already delivered in the Diligence Materials) as a condition to the execution and delivery by Administrative Agent, on behalf of Buyer, of the Confirmation with respect to such Purchased Asset (other than any Delayed Purchased Asset), all in a manner and/or form satisfactory to Administrative Agent in its sole discretion and pursuant to documentation satisfactory to Administrative Agent in its sole discretion:
INITIATION; CONFIRMATION; TERMINATION; FEES. RENEWAL OF AVAILABILITY PERIOD
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of Xxxxxx, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, Xxxxxx and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole
INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Master Repurchase Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3:
(a) On the Purchase Date, the Purchased Securities shall be transferred by Seller to the Collateral Agent, as agent for Buyer and as collateral agent for the New Note Trustees.
(b) Concurrently with their execution and delivery of the Master Repurchase Agreement, Seller and Buyer are executing and delivering (with a copy to the Collateral Agent) a confirmation with respect to the Transaction (the "Confirmation"). A true and complete copy of the Confirmation is attached hereto as Exhibit I. The Confirmation, together with the Master Repurchase Agreement and this Annex I, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction.
(c) The Pricing Rate for the first Pricing Rate Period shall be the "Initial Pricing Rate" specified in the Confirmation. The Pricing Rate for each succeeding Pricing Rate Period shall be reset on the Reset Date occurring on the last day of the immediately preceding Pricing Rate Period. Buyer or its agent shall determine the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and shall notify Seller of such rate for such period on the applicable Reset Date.
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
