Common use of Repurchase of Loans Clause in Contracts

Repurchase of Loans. In the event of the occurrence of a Seller Purchase Event, the Seller will within twelve (12) Business Days following the earlier of knowledge by the Seller of such Seller Purchase Event or receipt by the Seller of written notice thereof (from any Person), (i) purchase each Loan hereunder which is affected by or related to such Seller Purchase Event from the Purchaser, and the Seller shall pay to the Purchaser (by means of a deposit to the Collection Account) the Repurchase Price of such Loan as of the date of the purchase thereof from the Purchaser or (ii) with the prior written consent of the Administrative Agent, in its sole discretion, and subject to the satisfaction of the conditions in Section 6.2, substitute for such Loan, a Substitute Eligible Loan. It is understood and agreed that the obligation of the Seller to purchase the Loans or substitute a Substitute Eligible Loan for the Loans which are affected by or related to such Seller Purchase Event is not intended to, and shall not, constitute a guaranty of the collectability or payment of any Loan which is not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor. Upon deposit in the Collection Account of the Repurchase Price for any Loan purchased by the Seller, the Purchaser shall, automatically and without further action be deemed to transfer, assign and set over to the Seller, without recourse, representation or warranty of any kind, except as to the absence of Liens, charges or encumbrances created by or arising solely as a result of actions of the Purchaser or the Collateral Agent, all the right, title and interest of the Purchaser, in, to and under such Loan and all future monies due or to become due with respect thereto, the Underlying Collateral, all Proceeds of such Loan and Recoveries and Insurance Proceeds relating thereto, all rights to security for such Loan and all Proceeds and products of the foregoing. The Purchaser shall (and shall request the Collateral Agent to), at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared by the Seller and take such other actions as may be reasonably requested by the Seller in order to effect the transfer of such Loan pursuant to this Section 6.1. Such Sale shall be a sale outright, and not for security.

Repurchase of Loans. Seller shall, within ten (10) business days, unless otherwise mutually agreed upon by Xxxxx and Seller but not to exceed an additional twenty (20) days, of Buyer’s written request, repurchase from Buyer any Loan sold to Buyer if any warranty or representation made by Seller about the Loan is untrue and such impairs the value of the Loan(s), or if Seller has otherwise breached this Agreement in whole or in part with regard to any Loan(s) that impair the value of such Loan(s), or if Seller has failed to deliver any Loan document requested by Buyer or required by this Agreement or the Sales Criteria that impairs the value of such Loan(s). Notwithstanding the foregoing, Seller is not a guarantor of the Loans and is obligated to repurchase only upon the occurrence of the events set forth in the preceding sentence. In the event of such repurchase, Buyer shall tender to Seller all Loan documents required to be repurchased pursuant to this provision, and said documents, where appropriate, shall be endorsed to Seller without recourse to Buyer. Contemporaneous with such tender, Seller shall pay to (i) any reasonable costs and expenses incurred in connection with the occurrence of a Seller Purchase Event, the Seller will within twelve (12) Business Days following the earlier of knowledge by transfer to the Seller of such Seller Purchase Event or receipt by the Seller of written notice thereof (from any Person), (i) purchase each Loan hereunder which is affected by or servicing rights related to such Seller Purchase Event from the Purchaserrepurchased Loan, and the Seller shall pay to the Purchaser (by means of a deposit to the Collection Account) the Repurchase Price of such Loan as of the date of the purchase thereof from the Purchaser or plus (ii) with the prior written consent amount of any unreimbursed servicing advances made by the servicer of the Administrative Agentrepurchased Loan, plus (iii) any reasonable costs and damages, excluding lost profits, incurred by Buyer or any assignee of Buyer in its sole discretion, and subject to the satisfaction connection with any violation of any representation or warranty of the conditions in Section 6.2, substitute for such Loan, a Substitute Eligible Loanrepurchased Mortgage Loan by the Seller. It is understood and agreed by the parties that the obligation of the Seller to purchase the Loans or substitute a Substitute Eligible Loan for the Loans which repurchase obligations hereunder are affected by or related to such Seller Purchase Event is not intended in addition to, and not in lieu of, all other remedies available in this Agreement or by law. Buyer shall not, constitute a guaranty of have the collectability or payment right to set off of any Loan which is not collected, not paid amounts owed to Buyer hereunder or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the related Obligor. Upon deposit in the Collection Account of the Repurchase Price for otherwise by Xxxxxx against any Loan purchased by the Seller, the Purchaser shall, automatically and without further action be deemed to transfer, assign and set over to the Seller, without recourse, representation or warranty of any kind, except as to the absence of Liens, charges or encumbrances created by or arising solely as a result of actions of the Purchaser or the Collateral Agent, all the right, title and interest of the Purchaser, in, to and under such Loan and all future monies due or amounts owed to become due with respect thereto, the Underlying Collateral, all Proceeds of such Loan and Recoveries and Insurance Proceeds relating thereto, all rights to security for such Loan and all Proceeds and products of the foregoing. The Purchaser shall (and shall request the Collateral Agent to), at the sole expense of the Seller, execute such documents and instruments of transfer as may be prepared Seller by the Seller and take such other actions as may be reasonably requested by the Seller in order to effect the transfer of such Loan pursuant to this Section 6.1. Such Sale shall be a sale outright, and not for securityXxxxx.