Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows: 1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contracts. 2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 3 contracts
Samples: Master Repurchase Agreement (Aether Systems Inc), Master Repurchase Agreement (Aether Systems Inc), Master Repurchase Agreement (Aether Systems Inc)
Interpretation of Terms. All references to “SellerLender” or “Buyer”, “ Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, “ Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed ““ parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:Annex II Market Value
1. All transactions If the principal market for the Client’s account Securities to be valued is a national securities exchange in the United States, their Market Value shall be subject to determined by their last sale price on such exchange at the following terms and conditionsmost recent Close of Trading or, in addition to if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such terms and conditions exchange, all as are contained in quoted on the documentation relating to particular ContractsConsolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange.
2. All transactions If the principal market for the Securities to be valued is the overthecounter market, and the Securities are quoted on The Nasdaq Stock Market (“ Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
3. Except as provided in Section 4 of this Annex, if the principal market for the Client’s account Securities to be valued is the overthecounter market, and risk and subject to applicable law and regulation the Securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as well as customs and usages of the marketplace where affectedmost recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities.
5. The Market Value of a letter of credit shall be the undrawn amount thereof.
Appears in 1 contract
Samples: Master Securities Loan Agreement
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and 24 § September 1996 § Master Repurchase Agreement as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICESSeptember 1996 § Master Repurchase Agreement § 25 This Annex V forms a part of the Master Repurchase Agreement dated as of May 12, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for 2011 (the undersigned (“ClientAgreement”) for the purpose of the purchase between RBS Securities Inc. and sale of exempted securities (as that term is Provident Mortgage Capital Associates, Inc. Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (Provident Mortgage Capital Associates, Inc.)
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. I, , , the [OFFICER] of Spirit Finance Corporation (the “Seller”), do hereby certify that:
(i) the Seller is in compliance with all provisions and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Amended and Restated Master Repurchase Agreement shall be deemed an Event of default by Seller or Buyer, as (the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“ClientRepurchase Agreement”) for by and between Citigroup Global Markets Realty Corp. (the purpose “Buyer”) and the Seller dated as of December 7, 2005;
(ii) the Seller’s Tangible Net Worth at the end of the purchase most recent fiscal quarter was not less than (i) $400,000,000 plus (ii) Net Worth Increase Amounts;
(iii) as of the end of the most recent fiscal quarter, Seller, together with its consolidated Subsidiaries, has cash and sale Cash Equivalents in an amount of exempted securities not less than $15,000,000;
(iv) as that term is defined in of the Securities Exchange Act end of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectivelythe most recent fiscal quarter, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. ratio of Total Indebtedness to Tangible Net Worth of Seller did not exceed 4:1;
(v) as follows:of the end of the most recent fiscal quarter, the ratio of Total Indebtedness to Total Assets of Seller did not exceed 0.7:1; and
1. All transactions for the Client’s account shall be subject (vi) there have not been any modifications to the following terms and conditions, in addition to such terms and conditions as are contained in Underwriting Guidelines that have not been approved by the documentation relating to particular ContractsBuyer.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default a Default by Seller Lender or BuyerBorrower, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: _/s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: CEO By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts Executive Vice President Unless otherwise agreed by Borrower and Lender:
1. If the principal market for the undersigned (“Client”) Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Trading or, if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange.
2. If the principal market for the purpose of Securities to be valued is the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options market, and TBAs the Securities are quoted on The Nasdaq Stock Market (collectively“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the “Contracts”)last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
3. Except as provided in Section 4 of this Annex, if the principal market for the Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities.
5. The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account Market Value of a letter of credit shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contractsundrawn amount thereof.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Securities Loan Agreement (Northern Lights Fund Trust Ii)
Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts September 1996 o Master Repurchase Agreement o 25 Annex V Margin for the undersigned (“Client”) for the purpose Forward Transactions This Annex V forms a part of the purchase Master Repurchase Agreement dated as of _____________________________ ,19___ (the "Agreement") between ________________ and sale of exempted securities (as that term is ________________________. Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (FBR Asset Investment Corp Md)
Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. Annex II Structuring Fee Schedule The Periodic Fee for each calendar month shall be an amount equal to the product of (x) 0.05% per annum and (y) the Maximum Aggregate Cash Purchase Price. Annex III Non-Utilization Fee Formula The Non-Utilization Fee for each calendar month shall be an amount equal to the product of (x) 0.125% per annum and (y) the excess, if any, of (I) 50% of the Maximum Aggregate Cash Purchase Price over (II) the average daily balance of the Purchased Mortgage Loans during such calendar month. In the event that the Buyer fails to enter into one or more Transactions for any reason other than the failure of Insolvency the Seller to satisfy the conditions precedent listed in Section 10 hereof (such Transaction, a "Declined Transaction"), the non-utilization fee will be recalculated, for the period of time from and after the date of the request for such Declined Transaction up to but not including the date, if any, on which Buyer enters into a Transaction with the Seller, based upon an amount equal to the product of (x) 0.125% per annum and (y) the excess, if any, of (I) the difference between (A) 50% of the Maximum Aggregate Cash Purchase Price minus (B) the amount of the Cash Purchase Price requested for each such Declined Transaction over (II) the average daily Cash Purchase Price of the Purchased Mortgage Loans during such calendar month. At such time that Buyer enters into a subsequent Transaction with the Seller, the nonutilization fee will be calculated using the formula set forth in the preceding paragraph. EXHIBIT A FORM OF TRANSACTION REQUEST [Date] Credit Suisse First Boston Mortgage Capital LLC [Address] Attention: ________________ Re: Master Repurchase Agreement dated as of March 1, 2002 (the "Master Repurchase Agreement") by and among Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, XXX, xxx Credit Suisse First Boston Mortgage Capital LLC Cresleigh Financial Services, LLC, hereby requests that Credit Suisse First Boston Mortgage Capital LLC ("CSFBMCL") enter into a Transaction with respect to Agent or any other Event of Default the Mortgage Loans listed on the Mortgage Loan Schedule and Exception Report attached hereto on Attachment 1 and as set forth below, pursuant to the Master Repurchase Agreement. TOTAL NUMBER OF MORTGAGE ___ Mortgage Loans - (See Mortgage Loan LOANS Schedule and Exception Report) ORIGINAL PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ CURRENT PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ PROPOSED CASH PURCHASE PRICE: $ CASH PURCHASE PRICE INCREASE: $ AGGREGATE CASH PURCHASE PRICE: $ PROPOSED PURCHASE DATE: The Master Repurchase Agreement is incorporated by Agent under Paragraph 11 of reference into this Transaction Request and is made a part hereof as if it were fully set forth herein. (All capitalized terms used herein but not defined herein shall have the Agreement shall be deemed an Event of default by Seller or Buyer, as meanings specified in the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INCMaster Repurchase Agreement., as AGENT ) [Name] By: By:_______________________________________ Name: Title: Title[wire instructions] EXHIBIT B FORM OF PURCHASE CONFIRMATION [Date] Cresleigh Financial Services, LLC 11595 North Meridian Street Suite 400 Carmel IN 46032 Attention: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned Crxxx Xxxxx, XXX Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xapital LLC (“Client”"XXXXMCL") for the purpose is pleased to confirm your sale and our purchase of the purchase Mortgage Loans described below and sale on the attached Mortgage Loan Schedule and Exception Report pursuant to the Master Repurchase Agreement dated as of exempted securities March 1, 2002 (as that term is defined in the Securities Exchange Act of 1934"Master Repurchase Agreement") by and among Cresxxxxx Xxxxxxxxx Xxxxxxxx, as amended) in all formsXXX, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to xxx Xxedit Suisse First Boston Mortgage Capital LLC under the following terms and conditions: -------------------------------------------------------------------------------- Market Value: $ -------------------------------------------------------------------------------- Current Principal Amount of Mortgage Loans: $ -------------------------------------------------------------------------------- Aggregate Cash Purchase Price: $ -------------------------------------------------------------------------------- Purchase Date: -------------------------------------------------------------------------------- Repurchase Date: -------------------------------------------------------------------------------- Pricing Rate: -------------------------------------------------------------------------------- ADDITIONAL INFORMATION: -------------------------------------------------------------------------------- Aggregate Cash Purchase Price (date): $ -------------------------------------------------------------------------------- Less Previous Aggregate Cash Purchase Price: $ ------------------------------------------------------------------------------- Less Price Differential due on (date): $ -------------------------------------------------------------------------------- Net funds due [CSFB]/[Name] on (date): $ -------------------------------------------------------------------------------- The Master Repurchase Agreement is incorporated by reference into this Transaction Confirmation, is made a part hereof as if it were fully set forth herein and is extended hereby until all amounts due in addition to such connection with this Transaction are paid in full. All capitalized terms and conditions as are contained used herein but not defined herein shall have the meanings specified in the documentation relating to particular Contracts.Master Repurchase Agreement. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC By:____________________________________ Name: Title: CRESLEIGH FINANCIAL SERVICES, LLC By:____________________________________ Name: Title: EXHIBIT C MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT MORTGAGE LOAN CHARACTERISTICS
1. Seller's Mortgage Loan identifying numbers;
2. All transactions shall be for the Client’s account Mortgagor's and risk and subject to applicable law and regulation as well as customs and usages Co-Mortgagor's name;
3. the street address of the marketplace where affected.Mortgaged Property including the city, state, county, and the zip code;
4. a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a townhouse or a unit in a high-rise or low-rise condominium project;
5. a code indicating the type of Mortgage Loan (e.
Appears in 1 contract
Samples: Master Repurchase Agreement (Oak Street Financial Services Inc)
Interpretation of Terms. All references to “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” "Lender" or “Buyer”, "Borrower," as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Lender's obligations to Buyer Borrower or Buyer’s Borrower's obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default a Default by Seller Lender or BuyerBorrower, as the case may be). UBS FINANCIAL SERVICESBLACKROCK INSTITUTIONAL TRUST COMPANY, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT N.A. IN ITS INDIVIDUAL CAPACITY By: ________________________________ Title: By: ________________________________ Title: [BORROWER] By: ________________________________ Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contracts.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), ) be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICESSeptember 1996 Master Repurchase Agreement 21 September 1996 Master Repurchase Agreement 22 This Annex V forms a part of the Master Repurchase Agreement dated as of , INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for 200 (the undersigned (“ClientAgreement”) for the purpose of the purchase between Xxxxxxx Xxxxx Government Securities Inc. and/or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and sale of exempted securities (as that term is . Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (Taberna Realty Finance Trust)
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), ) be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose September 1996 Master Repurchase Agreement 21 September 1996 Master Repurchase Agreement 22 This Annex V forms a part of the purchase Master Repurchase Agreement dated as of , 200 (the “Agreement) between Xxxxxxx Xxxxx Government Securities Inc. and/or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and sale of exempted securities (as that term is . Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (Taberna Realty Finance Trust)
Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i1) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s buyer's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts Annex V Margin for the undersigned (“Client”) for the purpose Forward Transactions * Bear Stearns International Limited ** LNR CMBS Holdings Corporxxxxx This Annex V forms a part of the purchase Master Repurchase Agreement dated as of March 31, 1999, 19__ (the "Agreement") between *________ and sale of exempted securities (as that term is **________. Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Supplement and Amendment to Annex 1 a of the Master Repurchase Agreement (LNR Property Corp)
Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Sellers' obligations to Buyer or Buyer’s 's obligations to SellerSellers, as the case may be, and for receipt of performance by Buyer of its obligations to Seller Sellers or Seller Sellers of its their obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. ANNEX II PERIODIC FEE SCHEDULE The Periodic Fee shall be an amount equal to the product of (x) 0.10% per annum and any (y) the Maximum Committed Purchase Price, based on a 360 day year payable quarterly in arrears. EXHIBIT A FORM OF TRANSACTION REQUEST [Date] Credit Suisse First Boston Mortgage Capital LLC [Address] Attention: ________________ Re: Master Repurchase Agreement dated as of Insolvency March 11, 2005 (as amended from time to time, the "Master Repurchase Agreement") by and among MortgageIT, Inc., MortgageIT Holdings, Inc. and Credit Suisse First Boston Mortgage Capital LLC [Name] hereby requests that Credit Suisse First Boston Mortgage Capital LLC ("CSFBMCL") enter into a Transaction with respect to Agent or any other Event of Default the Mortgage Loans listed on the Custodial Mortgage Loan Schedule attached hereto on Attachment 1 and as set forth below, pursuant to the Master Repurchase Agreement. TOTAL NUMBER OF MORTGAGE LOANS ___ Mortgage Loans - (See Custodial Mortgage Loan Schedule) ORIGINAL PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ CURRENT PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ PROPOSED PURCHASE PRICE: $ PURCHASE PRICE INCREASE: $ AGGREGATE PURCHASE PRICE: $ PROPOSED PURCHASE DATE: The Master Repurchase Agreement is incorporated by Agent under Paragraph 11 of reference into this Transaction Request and is made a part hereof as if it were fully set forth herein. (All capitalized terms used herein but not defined herein shall have the Agreement shall be deemed an Event of default by Seller or Buyer, as meanings specified in the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INCMaster Repurchase Agreement., as AGENT ) [Name] By: By---------------------------------------- Name: Title: Title[wire instructions] EXHIBIT B FORM OF PURCHASE CONFIRMATION [Date] MortgageIT, Inc. 00 Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 MortageIT Holdings, Inc. 00 Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned Credit Suisse First Boston Mortgage Capital LLC (“Client”"CSFBMCL") for the purpose is pleased to confirm your sale and our purchase of the purchase Mortgage Loans described below and sale on the attached Custodial Mortgage Loan Schedule pursuant to the Master Repurchase Agreement dated as of exempted securities March 11, 2005 (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectivelyamended from time to time, the “Contracts”). The Client hereby agrees with UBS Financial Services "Master Repurchase Agreement") by and among MortgageIT, Inc., MortgageIT Holdings, Inc. as follows:
1. All transactions for the Client’s account shall be subject to and Credit Suisse First Boston Mortgage Capital LLC under the following terms and conditions: -------------------------------------------------------------------------------- Market Value: $ -------------------------------------------------------------------------------- Current Principal Amount of Mortgage Loans: $ -------------------------------------------------------------------------------- Aggregate Purchase Price: $ -------------------------------------------------------------------------------- Purchase Date: -------------------------------------------------------------------------------- Repurchase Date: -------------------------------------------------------------------------------- Pricing Rate: -------------------------------------------------------------------------------- ADDITIONAL INFORMATION: -------------------------------------------------------------------------------- Aggregate Purchase Price (date): $ -------------------------------------------------------------------------------- Less Previous Aggregate Purchase Price: $ -------------------------------------------------------------------------------- Less Price Differential due on (date): $ -------------------------------------------------------------------------------- Net funds due [CSFB]/[MortgageIT] on (date): $ -------------------------------------------------------------------------------- The Master Repurchase Agreement is incorporated by reference into this Transaction Confirmation, is made a part hereof as if it were fully set forth herein and is extended hereby until all amounts due in addition to such connection with this Transaction are paid in full. All capitalized terms and conditions as are contained used herein but not defined herein shall have the meanings specified in the documentation relating to particular Contracts.Master Repurchase Agreement. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC By: ----------------------------- Name: Title: MORTGAGEIT, INC. By: ---------------------------------------- Name: Title: MORTGAGEIT HOLDINGS, INC. By: ---------------------------------------- Name: Title: EXHIBIT C MORTGAGE LOAN SCHEDULE MORTGAGE LOAN CHARACTERISTICS
1. Customer Name 2. All transactions shall be Collateral Number 3. Primary Borrower Last Name 4. Primary Borrower First Name 5. Co-Borrower Last Name * 6. Co-Borrower First Name * 7. Property Address 8. City 9. State 10. Zip Code 11. County 12. SS Number 13. SS # Co-borrower * 14. Product Type/Code 15. Loan Amount 16. Original monthly principal and interest 17. Original interest rate 18. Original date of Mortgage Note 19. Closing Date 20. First Payment Date 21. Maturity Date 22. Loan Type (adjustable, fixed, etc) 23. Purchase Date 24. Funding Method Code (wire disbursement, etc.) 25. Closing Agent 26. Address 27. City 28. State 29. Zip Code 30. Account Number 31. ABA Number 32. Closing Schedule 33. Instructions 34. Name of Bank 35. Address of Bank 36. City of Bank 37. State of Bank 38. Zip of Bank 39. Other Account Bank * 40. Further Instructions * C-1 41. Investor * 42. Investor Commitment Number * 43. Price * 44. Commitment Date * 45. Commitment Expiration Date * 46. Property Type 47. Lien Position 48. LTV 49. CLTV 50. FICO 51. Amortization Term 52. Purpose 53. No. of Units 54. Original Appraised Value 55. Name of appraiser 56. Certificate Number for each loan with primary mortgage insurance* 57. Margin* 58. Life floor* 59. Index type* 60. Initial rate floor* 61. Periodic rate cap* 62. Life cap* 63. First interest rate adjustment date* * If applicable. EXHIBIT D OFFICER'S COMPLIANCE CERTIFICATE I, __________________________, do hereby certify that I am the Client’s account duly elected, qualified and risk and subject authorized officer of MortgageIT, Inc. ("MortgageIT"). This Certificate is delivered to applicable law and regulation as well as customs and usages you in connection with Section 17b of the marketplace where affectedMaster Repurchase Agreement dated as of March 11, 2005, among MortgageIT, Inc., MortgageIT Holdings, Inc. and Credit Suisse First Boston Mortgage Capital LLC (as amended from time to time, the "Agreement"), as the same may have been amended from time to time. I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, MortgageIT is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that: Adjusted Tangible Net Worth. The Sellers, on a consolidated basis, have maintained an Adjusted Tangible Net Worth of at least $170,000,000. A detailed summary of the calculation of Seller's actual Adjusted Tangible Net Worth is provided in Schedule 1 hereto. Indebtedness to Adjusted Tangible Net Worth Ratio. During the period beginning on the date hereof through and including May 31, 2005, Sellers have maintained a ratio of Indebtedness to Adjusted Tangible Net Worth of no greater than 25:1. During the period beginning on June 1, 2005 until the Termination Date, Sellers have maintained a ratio of Indebtedness to Adjusted Tangible Net Worth of no greater than 20:1. A calculation of Sellers' actual Indebtedness to Adjust Tangible Net Worth is provided in Schedule 1 hereto. Maintenance of Profitability. Sellers have not permitted, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00.
Appears in 1 contract
Samples: Master Repurchase Agreement (MortgageIT Holdings, Inc.)
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Annex II Market Value
1. If the principal market for the Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 Trading or, if there was no sale on the Business Day of the Agreement shall be deemed an Event most recent Close of default Trading, by Seller or Buyerthe last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the case may be)Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange.
2. UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts If the principal market for the undersigned (“Client”) for Securities to be valued is the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options market, and TBAs the Securities are quoted on The Nasdaq Stock Market (collectively“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the “Contracts”)last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
3. Except as provided in Section 4 of this Annex, if the principal market for the Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities.
5. The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account Market Value of a letter of credit shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contractsundrawn amount thereof.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Securities Loan Agreement
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph 3 of this Annex IV), ) be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or 28 ∎ September 1996 ∎ Master Repurchase Agreement Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES29 ∎ September 1996 ∎ Master Repurchase Agreement This Annex VI forms a part of the Master Repurchase Agreement dated as of November 16, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for 2017 (the undersigned “Agreement”) between BNP Paribas Securities Corp. (“ClientParty A”) and NexPoint Advisors, L.P. (the “Agent”) as Agent for the purpose of the purchase and sale of exempted securities NexPoint Credit Strategies Fund (as that term is “Party B). Capitalized terms used but not defined in this Annex VI shall have the Securities Exchange Act of 1934, as amended) meanings ascribed to them in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:Agreement.
1. All transactions for In the Client’s account event of any conflict between the terms of this Annex VI and any other term of the Agreement, the terms of this Annex VI shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contractsprevail.
2. All transactions Each Transaction shall be for identified at the Client’s account time it is entered into and risk and subject to applicable law and regulation in the relevant Confirmation as well as customs and usages either a Repurchase Transaction or a Buy/Sell Back Transaction.
3. In the case of a Buy/Sell Back Transaction, the Confirmation delivered in accordance with Paragraph 3 of the marketplace where affectedAgreement may consist of a single document in respect of both of the transfers of funds against Securities which together form the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transfer.
Appears in 1 contract
Samples: Bond Market Association Master Repurchase Agreement (NexPoint Credit Strategies Fund)
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. I, , , the [OFFICER] of Spirit Finance Corporation (the “Seller”), do hereby certify that:
(i) the Seller is in compliance with all provisions and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Master Repurchase Agreement shall be deemed an Event of default by Seller or Buyer, as (the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“ClientRepurchase Agreement”) for by and between Citigroup Global Markets Realty Corp. (the purpose “Buyer”) and the Seller dated as of September 13, 2005;
(ii) the Seller’s Tangible Net Worth at the end of the purchase most recent fiscal quarter was not less than (i) $400,000,000 plus (ii) Net Worth Increase Amounts;
(iii) as of the end of the most recent fiscal quarter, Seller, together with its consolidated Subsidiaries, has cash and sale Cash Equivalents in an amount of exempted securities not less than $15,000,000;
(iv) as that term is defined in of the Securities Exchange Act end of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectivelythe most recent fiscal quarter, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:ratio of Total Indebtedness to Tangible Net Worth of Seller did not exceed 4:1; and
1. All transactions for the Client’s account shall be subject (v) there have not been any modifications to the following terms and conditions, in addition to such terms and conditions as are contained in Underwriting Guidelines that have not been approved by the documentation relating to particular ContractsBuyer.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default a Default by Seller Lender or BuyerBorrower, as the case may bemaybe). UBS FINANCIAL SERVICESAI-2 n 2000 Master Securities Loan Agreement Barclays Global Investors, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC.N.A., as AGENT agent or trustee for various agency or trust accounts specified in Appendix A By: Title: Date: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase 2000 Master Securities Loan Agreement n AI-3 Unless otherwise agreed by Borrower and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as followsLender:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contracts.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “"Seller” " or “"Buyer”", as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s 's liability in Paragraph 3 of this Annex IV), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “"Seller” " or “"Buyer”", as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s 's obligations to Buyer or Buyer’s 's obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default Default by Seller or Buyer, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose ANNEX IV.A IDENTIFICATION OF PRINCIPALS ANNEX V MARGIN FOR FORWARD TRANSACTIONS This Annex V forms a part of the purchase Master Repurchase Agreement dated as of April 24, 2003 (the "Agreement") between Banc of America Securities LLC and sale of exempted securities (as that term is The PMI Group, Inc.Capitalized terms used but not defined in this Annex V shall have the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject meanings ascribed to the following terms and conditions, in addition to such terms and conditions as are contained them in the documentation relating to particular ContractsAgreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “SellerBuyer” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, Sellers and for receipt of performance by Buyer Sellers of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, Buyer in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of SecuritiesLoans, securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. UNITED SHORE REPO SELLER 1 LLC UNITED SHORE REPO SELLER 2 LLC UNITED SHORE REPO SELLER 3 LLC to the PRICING SIDE LETTER Dated as of OCTOBER 30, 2020, among and CITIBANK, N.A. This AMENDMENT NUMBER ONE (and any this “Amendment”) is made this 26th day of Insolvency with respect May, 2021, to Agent the Pricing Side Letter, dated as of October 30, 2020 (as amended, restated, supplemented or any other Event of Default by Agent under Paragraph 11 otherwise modified as of the Agreement shall date hereof, the “Original Pricing Side Letter”; as further amended by this Amendment and as may be deemed an Event of default further amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”), by Seller or Buyerand among CITIBANK, N.A., a national banking association, as the case may bebuyer (“Buyer”). UBS , UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company formerly known as UNITED SHORE FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC.LLC, as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned a seller (“ClientUnited Shore” and a “Seller”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934UNITED SHORE REPO SELLER 3 LLC, a Delaware limited liability company, as amended) in all forms, including without limitation forward a seller (“Participation Seller” and standby contracts, over-the-counter options a “Seller”; together with United Shore jointly and TBAs (collectivelyseverally, the “ContractsSellers”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for Any capitalized term used but not defined herein shall have the Client’s account shall be subject meaning assigned to such term in the following terms and conditionsPricing Side Letter or, if not defined therein, in addition that certain Master Repurchase Agreement, dated as of October 30, 2020 (as may be amended, restated, supplemented or otherwise modified from time to such terms time, the “Agreement”), by and conditions as are contained in the documentation relating to particular Contractsamong Sellers and Buyer.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of 2000 Master Securities Loan Agreement• AI-2 Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default a Default by Seller Lender or BuyerBorrower, as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: /s/ Xxxxx Xxxxxxx Title: President / RH Financial Date: 8/6/08 By: /s/ Xxxxx Xxxxxxxxxxx Title: Title: Managing Director/ Bank of America, N.A. Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contracts.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.8/6/08
Appears in 1 contract
Samples: Master Securities Loan Agreement (Ralcorp Holdings Inc /Mo)
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, Buyer as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. I, , of [Taberna Realty Holdings Trust] [Taberna Realty Finance Trust] (the “Company”), do hereby certify that:
(i) the Company is in compliance with all provisions and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Master Repurchase Agreement, dated as of October 31, 2005, and the Guaranty, dated as of October 31, 2005 by and between Citigroup Global Markets Realty Corp., and the Company by the Company in favor of Citigroup Global Markets Realty Corp.;
(ii) no Default has occurred under the Repurchase Agreement shall be deemed an Event or the Guaranty;
(iii) the Tangible Net Worth of default by Seller or Buyer, Taberna REIT is not less than $300,000,000;
(iv) the Leverage Ratio of Taberna REIT is not greater than 15:1 as the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned (“Client”) for the purpose of the purchase and sale date hereof;
(v) Taberna REIT’s Shareholder’s Equity has not declined more than 15% during the previous calendar quarter;
(vi) Taberna REIT’s Shareholder’s Equity has not declined more than 30% during the previous trailing twelve consecutive month period; and
(vii) The Guarantor has maintained its status as a REIT as of exempted securities (as that term is the end of the previous calendar quarter. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular ContractsRepurchase Agreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (Taberna Realty Finance Trust)
Interpretation of Terms. All references to “Seller” or “"Buyer”, as the case may be, " in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s 's liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “"Buyer”, as the case may be, " directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s 's Principal or Principals have designated Agent as their sole agent for performance of Seller’s Buyer's obligations to Buyer or Buyer’s obligations to Seller, as the case may beSellers, and for receipt of performance by Buyer Sellers of its obligations to Seller or Seller of its their obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “"parties” " to the Agreement and all references to a “"party” " or “"either party” " in the Agreement shall be deemed revised accordingly accordingly. EXHIBIT A-1 MONTHLY CERTIFICATION I, _________________________________________ the ______________________ of [MortgageIT Holdings, Inc./MortgageIT, Inc./MHL Funding Corp.] (the "Company"), do hereby certify that:
(i) the Company is in compliance with all provisions and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Master Repurchase Agreement, dated as of default May 25, 2006 (the "Repurchase Agreement"), by Seller and among Bank of America, N.A., MortgageIT Holdings, Inc., MortgageIT, Inc. and MHL Funding Corp;
(ii) there have not been any amendments or modifications to the Underwriting Guidelines that have not been notified to the Buyer, as ;
(iii) all additional amendments and modifications to the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for Underwriting Guidelines since the undersigned (“Client”) for the purpose date of the purchase most recent disclosure to the Buyer of any modification to the Underwriting Guidelines are set forth on the "grid-line" delivered in connection herewith;
(iv) the [consolidated (MHL only)] Adjusted Tangible Net Worth of the company is not less than $[10,000,000 (MIT)][250,000 (MHL)];
(v) Schedule 1 hereto sets out a true and sale correct list of exempted securities all Loans purchased by Buyer and held by Custodian pending repurchase; and
(as that term is vi) Schedule 2 hereto sets out a true and correct list of all Indebtedness (other than Indebtedness created pursuant to the Repurchase Agreement) of the Company existing on the date hereof. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular ContractsRepurchase Agreement.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (MortgageIT Holdings, Inc.)
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVI), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer or Buyer’s obligations to Seller, as the case may be, and for receipt of performance by Buyer of its obligations to Seller or Seller of its obligations to Buyer, as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. Credit Suisse First Boston Mortgage Capital LLC [Address] Attention: Re: Master Repurchase Agreement dated as of August 8, 2003 (the “Master Repurchase Agreement”) by and any of Insolvency among HomeBanc Mortgage [Name] hereby requests that Credit Suisse First Boston Mortgage Capital LLC (“CSFBMCL”) enter into a Transaction with respect to Agent or any other Event of Default the Mortgage Loans listed on the Mortgage Loan Schedule and Exception Report attached hereto on Attachment 1 and as set forth below, pursuant to the Master Repurchase Agreement. ORIGINAL PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ CURRENT PRINCIPAL AMOUNT OF MORTGAGE LOANS: $ PROPOSED PURCHASE PRICE: $ PURCHASE PRICE INCREASE: $ AGGREGATE PURCHASE PRICE: $ PROPOSED PURCHASE DATE: The Master Repurchase Agreement is incorporated by Agent under Paragraph 11 of reference into this Transaction Request and is made a part hereof as if it were fully set forth herein. (All capitalized terms used herein but not defined herein shall have the Agreement shall be deemed an Event of default by Seller or Buyer, as meanings specified in the case may be). UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INCMaster Repurchase Agreement., as AGENT ) [Name] By: ByName: Title: Title[wire instructions] [Name] ____________ ____________ Attention: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts for the undersigned Credit Suisse First Boston Mortgage Capital LLC (“ClientCSFBMCL”) for the purpose is pleased to confirm your sale and our purchase of the purchase Mortgage Loans described below and sale on the attached Mortgage Loan Schedule and Exception Report pursuant to the Master Repurchase Agreement dated as of exempted securities August 8, 2003 (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “ContractsMaster Repurchase Agreement”). The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account shall be subject to ) by and between HomeBanc Mortgage Corporation and CSFBMCL under the following terms and conditions: Market Value: $ Current Principal Amount of Mortgage Loans: $ Aggregate Purchase Price: $ Purchase Date: Repurchase Date: Pricing Rate: ADDITIONAL INFORMATION: Aggregate Purchase Price (date): $ Less Previous Aggregate Purchase Price: $ Less Price Differential due on (date): $ Net funds due [CSFB]/[Name] on (date): $ The Master Repurchase Agreement is incorporated by reference into this Transaction Confirmation, is made a part hereof as if it were fully set forth herein and is extended hereby until all amounts due in addition to such connection with this Transaction are paid in full. All capitalized terms and conditions as are contained used herein but not defined herein shall have the meanings specified in the documentation relating to particular Contracts.Master Repurchase Agreement. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC By: Name: Title: HOMEBANC MORTGAGE CORPORATION By: Name: Title:
1. Seller’s Mortgage Loan identifying number;
2. All transactions shall be for the ClientMortgagor’s account and risk and subject to applicable law and regulation as well as customs and usages Co-Mortgagor’s name;
3. the street address of the marketplace where affectedMortgaged Property including the city, state, county, and the zip code;
4. a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a townhouse or a unit in a high-rise or low-rise condominium project;
5. a code indicating the type of Mortgage Loan (e.g. Alt-A Mortgage Loan, etc.);
Appears in 1 contract
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender’s obligations to Buyer Borrower or BuyerBorrower’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any of Insolvency with respect to Agent or any other Event of AI-2 n 2000 Master Securities Loan Agreement Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of default a Default by Seller Lender or BuyerBorrower, as the case may bemaybe). UBS FINANCIAL SERVICESBarclays Global Investors, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC.N A , as AGENT agent or trustee for various agency or trust accounts specified in Appendix A By: Title: Date: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts 2000 Master Securities Loan Agreement n AI-3 Unless otherwise agreed by Borrower and Lender:
1. If the principal market for the undersigned (“Client”) Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Trading or, if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange..
2. If the principal market for the purpose of Securities to be valued is the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options market, and TBAs the Securities are quoted on The Nasdaq Stock Market (collectively“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the “Contracts”). The Client hereby agrees with UBS Financial Services Inc. last bid price at such Close of Trading.. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.. Except as follows:
1. All transactions provided in Section 4 of this Annex, if the principal market for the Client’s account Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be subject determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the following terms and conditionsparties or the closing bid quotation at the most recent Close of Trading obtained from such a source If the relevant quotation did not exist at such Close of Trading, in addition to such terms and conditions as are contained in then the documentation relating to particular Contracts.
2. All transactions Market Value shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages relevant quotation on the next preceding Close of the marketplace where affected.Trading at which there was such a quotation..
Appears in 1 contract
Samples: Securities Lending Agency Agreement (iSHARES TRUST)
Interpretation of Terms. All references to “SellerLender” or “Buyer”, Borrower,” as the case may be, in the Agreement shall, subject to the provisions of this Annex IV (including, among other provisions, the limitations on AgentAgent ’s liability in Paragraph Section 3 of this Annex IVAnnex), be construed to reflect that (i) each Principal shall have, in connection with any Transaction Loan or Transactions Loans entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “SellerLender” or “Buyer”, Borrower,” as the case may be, directly entering into such Transaction Loan or Transactions Loans with the other party under the Agreement, and (ii) AgentAgent ’s Principal or Principals have designated Agent as their sole agent for performance of SellerLender ’s obligations to Buyer Borrower or BuyerBorrower ’s obligations to SellerLender, as the case may be, and for receipt of performance by Buyer Borrower of its obligations to Seller Lender or Seller Lender of its obligations to BuyerBorrower, as the case may be, in connection with any Transaction Loan or Transactions Loans under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Annex II Market Value
1. If the principal market for the Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 Trading or, if there was no sale on the Business Day of the Agreement shall be deemed an Event most recent Close of default Trading, by Seller or Buyerthe last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the case may be)Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange.
2. UBS FINANCIAL SERVICES, INC. {Name of Party} AETHER SYSTEMS, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT By: By: Title: Title: Date: Date: In consideration of UBS Financial Services Inc. carrying an account or accounts If the principal market for the undersigned (“Client”) for Securities to be valued is the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options market, and TBAs (collectivelythe Securities are quoted on The Nasdaq Stock Market ( “Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the “Contracts”)last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
3. Except as provided in Section 4 of this Annex, if the principal market for the Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.
4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities.
5. The Client hereby agrees with UBS Financial Services Inc. as follows:
1. All transactions for the Client’s account Market Value of a letter of credit shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contractsundrawn amount thereof.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Securities Loan Agreement
Interpretation of Terms. All references to “Seller” or “Buyer”, as the case may be, in the Agreement shall, subject to the provisions of this Annex IV I (including, among other provisions, the limitations on Agent’s liability in Paragraph Section 3 of this Annex IV1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Seller” or “Buyer”, as the case may be, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Seller’s obligations to Buyer Buyers or Buyer’s Buyers’ obligations to Seller, as the case may be, and for receipt of performance by Buyer Buyers of its their obligations to Seller or Seller of its obligations to Buyer, Buyers as the case may be, in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in connection with transfers of Securitiessecurities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly accordingly. I, _______________________, _______________________ of NYMC Loan Corporation (the “Company”), do hereby certify that the Company is in compliance with all provisions and any of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 terms of the Agreement shall be deemed an Event Master Repurchase Agreement, dated as of default December 13, 2005, by Seller or Buyerand among DB Structured Products, as Inc., Aspen Funding Corp. and Newport Funding Corp., New York Mortgage Trust, Inc. and the case may be)Company. UBS FINANCIAL SERVICESIN WITNESS WHEREOF, INCI have signed this certificate. {Name of Party} AETHER SYSTEMSDate: ____________, INC. by FBR INVESTMENT MANAGEMENT, INC., as AGENT 200_ By: By:________________________ Name: Title: Title: Date: Date: In consideration [SEAL] I, ________________________, ___________________ of UBS Financial Services the Company, do hereby certify that _____________________ is the duly elected or appointed, qualified and acting __________________of the Company, and the signature set forth above is the genuine signature of such officer on the date hereof. I, _______________________, _______________________ of New York Mortgage Trust, Inc. carrying an account or accounts for (the undersigned “Guarantor”), in accordance with that certain Master Repurchase Agreement (“Client”) for the purpose of the purchase and sale of exempted securities (as that term is defined in the Securities Exchange Act of 1934, as amended) in all forms, including without limitation forward and standby contracts, over-the-counter options and TBAs (collectively, the “ContractsAgreement”). The Client , dated as of December 13, 2005, by and among DB Structured Products, Inc., Aspen Funding Corp. and Newport Funding Corp., NYMC Loan Corporation and the Guarantor do hereby agrees with UBS Financial Services Inc. as followscertify that:
1. All transactions for the Client’s account shall be subject to the following terms and conditions, in addition to such terms and conditions as are contained in the documentation relating to particular Contracts.
2. All transactions shall be for the Client’s account and risk and subject to applicable law and regulation as well as customs and usages of the marketplace where affected.
Appears in 1 contract
Samples: Master Repurchase Agreement (New York Mortgage Trust Inc)
