Common use of Repurchase and Release of Purchased Assets Clause in Contracts

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset by paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit F, subject to Sections 4.6 and 4.7, the Repurchase Price. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicable, as set forth above, Administrative Agent, on behalf of Buyers, shall (i) with respect to Purchased Mortgage Loans, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller or its designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Securities, deliver the Mortgage-Backed Security to Seller or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit in the manner specified in Section 6.3(b). Administrative Agent and Buyers shall have no obligation to release a repurchased Purchased Asset or terminate its security interest in such Purchased Asset until such Margin Deficit is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset (or obtain the release of the related Underlying Assets, as applicable) by either: (a) paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit FBuyer, subject to Sections 4.6 4.7 and 4.74.8 above, the Repurchase Price; or (b) transferring to Buyer cash and/or additional Participation Interests relating to Underlying Assets satisfactory to Buyer, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets (and related Underlying Assets) to be released; provided that (i) such additional Assets shall be deemed part of a new Transaction, and (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicableamount, as set forth above, Administrative Agent, on behalf of Buyers, Buyer shall (i) with respect to Purchased Mortgage LoansUnderlying Assets, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller Parties or its Seller Parties’ designee, if such documents have not already been LEGAL02/40464938v16 delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Pledged Securities, deliver the Mortgage-Backed Pledged Security to the applicable Seller Party or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit Call in the manner specified in Section 6.3(b). Administrative Agent and Buyers Buyer shall have no obligation to release a repurchased Purchased an Underlying Asset or Pledged Security or terminate its security interest in such Purchased Underlying Asset or Pledged Security until such Margin Deficit Call is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​satisfied.

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination Default or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset by either: (a) paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit Ffor the benefit of Buyers, subject to Sections 4.5 and 4.6 and 4.7above, the Repurchase Price; or (b) transferring to Administrative Agent for the benefit of Buyers additional Assets satisfactory to Administrative Agent and/or cash, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets to be released; provided that (i) such additional Assets shall be deemed part of a new Transaction, and (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicableamount, as set forth above, Administrative Agent, on behalf of Buyers, Agent shall (i) with respect to Purchased Mortgage Loans, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller or its Seller’s designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Securities, deliver the Mortgage-Backed Security to Seller or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, Agent shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit Call in the manner specified in Section 6.3(b). Administrative Agent and on behalf of Buyers shall have no obligation to release a repurchased Purchased Asset or terminate its security interest in such Purchased Asset until such Margin Deficit Call is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​satisfied.

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset by paying, or causing an Approved a Takeout Investor to pay, to Administrative Agent Buyer by depositing cash into the Funding Deposit Account in accordance with Administrative AgentBuyer’s wire instructions set forth on Exhibit F, subject to Sections 4.6 and 4.7, the Repurchase Price. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative AgentBuyer, as applicable, as set forth above, Administrative Agent, on behalf of Buyers, Buyer shall (i) with respect to Purchased Related Mortgage Loans, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller or its designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Securities, deliver the Mortgage-Backed Security to Seller Seller, its designee or Approved Takeout Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent Buyer shall not be obligated to provide more than five (5) such releases to any Approved Takeout Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Related Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit in the manner specified in Section 6.3(b). Administrative Agent and Buyers Buyer shall have no obligation to release a repurchased Purchased Asset or terminate its security interest in such Purchased Asset until such Margin Deficit is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​.

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination Default or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset (or obtain the release of related Underlying Assets, as applicable) by either: (a) paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit FBuyer, subject to Sections 4.6 4.7 and 4.74.8 above, the Repurchase Price; or (b) transferring to Buyer cash and/or additional Participation Interests relating to Underlying Assets satisfactory to Buyer, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets (and related Underlying Assets) to be released; provided that (i) such additional Participation Interests shall be deemed part of a new Transaction, and (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicableamount, as set forth above, Administrative Agent, on behalf of Buyers, Buyer shall (i) with respect to Purchased Mortgage LoansUnderlying Assets, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller Guild Parties or its Guild Parties’ designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Purchased Securities, deliver the Mortgage-Backed Purchased Security to Seller the applicable Guild Party or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit Call in the manner specified in Section 6.3(b). Administrative Agent and Buyers Buyer shall have no obligation to release a repurchased an Underlying Asset or Purchased Asset Security or terminate its security interest in such Underlying Asset or Purchased Asset Security until such Margin Deficit Call is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​satisfied.

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination Default or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset by either: (a) paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit FBuyer, subject to Sections 4.6 4.7 and 4.74.8 above, the Repurchase Price; or (b) transferring to Buyer additional Assets satisfactory to Buyer and/or cash, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets to be released; provided that (i) such additional Assets shall be deemed part of a new Transaction, (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer, and (iii) any such transfer shall only relate to repurchases of Purchased Assets with respect to the Committed Amount. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicableamount, as set forth above, Administrative Agent, on behalf of Buyers, Buyer shall (i) with respect to Purchased Mortgage Loans, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller or its Seller’s designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Securities, deliver the Mortgage-Backed Security to Seller or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit Call in the manner specified in Section 6.3(b). Administrative Agent and Buyers Buyer shall have no obligation to release a repurchased Purchased Asset or terminate its security interest in such Purchased Asset until such Margin Deficit Call is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​satisfied.

Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination Default or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset by either: (a) paying, or causing an Approved Investor to pay, to Administrative Agent in accordance with Administrative Agent’s wire instructions set forth on Exhibit FBuyer, subject to Sections 4.6 4.7 and 4.74.8 above, the Repurchase Price; or (b) transferring to Buyer additional Assets satisfactory to Buyer and/or cash, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets to be released; provided that (i) such additional Assets shall be deemed part of a new Transaction, (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer, and (iii) any such transfer shall only relate to repurchases of Purchased Assets with respect to the Committed Amount. ​ Upon receipt of the applicable Repurchase Price and, in the event the applicable Repurchase Price is received pursuant to Section 6.3(b)(ii), upon written request from Seller to Administrative Agent, as applicableamount, as set forth above, Administrative Agent, on behalf of Buyers, Buyer shall (i) with respect to Purchased Mortgage Loans, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Seller or its Seller’s designee, if such documents have not already been delivered pursuant to a Bailee Agreement and (ii) with respect to related Mortgage-Backed Securities, deliver the Mortgage-Backed Security to Seller or Approved Investor, as applicable, on a delivery versus payment basis; provided, however, that notwithstanding anything to the contrary in this Agreement, Administrative Agent shall not be obligated to provide more than five (5) such releases to any Approved Investor for purposes of pooling with an Agency (which release may relate to more than a single Purchased Mortgage Loan) on any day, unless otherwise approved by Administrative Agent in its sole discretion. If any such release gives rise to or perpetuates a Margin Deficit, Administrative Agent, on behalf of Buyers, shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Deficit in the manner specified in Section 6.3(b). Administrative Agent and Buyers shall have no obligation to release a repurchased Purchased Asset or terminate its security interest in such Purchased Asset until such Margin Deficit is satisfied and, in the event the applicable amount is received pursuant to Section 6.3(b)(ii), Seller has provided a prior written request for such release. ​,