Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. Upon receipt of a properly executed Seller's Repurchase Request, Buyer agrees to sell, assign and transfer to the Seller the following (the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Buyer in, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (iv) all rights of the Buyer in, to and under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that the terms and conditions hereof are satisfied; provided that the Buyer shall have the right to substitute for all or part of the Mortgage Loans listed on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, at the Repurchase Price (in the case of any such substitution, adjusted as the Buyer and the Seller shall agree is necessary to achieve the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by Buyer of the Repurchase Price in the form of cash by federal wire transfer (same day) funds. To secure the Repurchase Price, the Seller hereby grants to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver the Repurchase Price to the Buyer on the Repurchase Date shall constitute a default for purposes of such security interest. The Buyer's security interest in the Repurchased Property shall continue until the Buyer receives payment of the Repurchase Price in full in the Custodial Account (or another account designated by the Seller and acceptable to Buyer). At such time such security interest shall be released automatically and the Buyer shall execute any documents reasonably requested by the Seller to evidence the release of such security interest.

Repurchase Procedures. Upon receipt of a properly executed Seller's Repurchase Request, Buyer agrees to sell, assign and transfer to the Seller the following (the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Buyer in, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (iv) all rights of the Buyer in, to and under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that the terms and conditions hereof are satisfied; provided that the Buyer shall have the right to substitute for all or part of the Mortgage Loans listed on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, at the Repurchase Price (in the case of any such substitution, adjusted as the Buyer and the Seller shall agree is necessary to achieve the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by Buyer of the Repurchase Price in the form of cash by federal wire transfer (same day) funds. To secure the Repurchase Price, the Seller hereby grants to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver the Repurchase Price to the Buyer on the Repurchase Date shall constitute a default for purposes of such security interestxxxxxxxxxx x xxxxxxx xxx xxxxxxxx xx xxxx xxxxxxxx xxxxrest. The Buyer's security interest in the Repurchased Property shall continue until the Buyer receives payment of the Repurchase Price in full in the Custodial Account (or another account designated by the Seller and acceptable to Buyer). At such time such security interest shall be released automatically and the Buyer shall execute any documents reasonably requested by the Seller to evidence the release of such security interest.

Repurchase Procedures. Upon receipt of a properly executed Seller's Repurchase Request, the Buyer agrees to sell, assign and transfer to the Seller the following (the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Buyer in, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (iv) all rights of the Buyer in, to and under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that the terms and conditions hereof are satisfied; provided that the Buyer shall have the right to substitute for all or part of the Mortgage Loans listed on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, at the Repurchase Price (in the case of any such substitution, adjusted as the Buyer and the Seller shall agree is necessary to achieve the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by the Buyer of the Repurchase Price in the form of cash by federal wire transfer (same day) funds; provided that the interest component of the Repurchase Price may be paid subsequent to the date of repurchase if so agreed by the Seller and the Buyer. To secure the Repurchase Price, the Seller hereby grants to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver the Repurchase Price to the Buyer on the Repurchase Date shall constitute a default for purposes of such security interest. The Buyer's security interest in the Repurchased Property shall continue until the Buyer receives payment of the Repurchase Price in full in the Custodial Account (or another an account designated by the Seller and acceptable to the Buyer). At such time such security interest shall be released automatically and the Buyer shall execute any documents reasonably requested by the Seller to evidence the release of such security interest.

Repurchase Procedures. Upon receipt of a properly executed Seller's Repurchase Request, the Buyer agrees to sell, assign and transfer to the Seller the following (the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Buyer in, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (iv) all rights of the Buyer in, to and under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that the terms and conditions hereof are satisfied; provided that the Buyer shall have the right to substitute for all or part of the Mortgage Loans listed on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, at the Repurchase Price (in the case of any such substitution, adjusted as the Buyer and the Seller shall agree is necessary to achieve the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by the Buyer of the Repurchase Price in the form of cash by federal wire transfer (same day) funds. To secure the Repurchase Price, the Seller hereby grants to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver the Repurchase Price to the Buyer on the Repurchase Date shall constitute a default for purposes of such security interest. The Buyer's security interest in the Repurchased Property shall continue until the Buyer receives payment of the Repurchase Price in full in the Custodial Account (or another an account designated by the Seller and acceptable to the Buyer). At such time such security interest shall be released automatically and the Buyer shall execute any documents reasonably requested by the Seller to evidence the release of such security interest.

Repurchase Procedures. Upon (a) Holders wishing to exercise their right to cause a repurchase of Capital Securities pursuant to this Article X ("Electing Holders") shall notify the Property Trustee in writing not later than 12:00 noon, New York City time, on the 30th day after receipt of the Change of Control Notice of their election (a properly executed Seller's "Repurchase RequestElection") to do so, Buyer agrees which notice shall identify the Capital Securities to sellbe repurchased (including CUSIP number, assign and transfer if a CUSIP number has been assigned to such Capital Securities). Any Repurchase Election shall be deemed irrevocable from the Seller date it is made. (b) Upon the following (receipt of Repurchase Elections from Electing Holders, the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights Property Trustee as holder of the Buyer inDebentures shall notify the Depositor, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments in accordance with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (ivSection 10.10(c) all rights of the Buyer inIndenture, of its election to and require the Depositor to repurchase a Like Amount of Debentures under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that Indenture upon the terms and conditions hereof are satisfied; provided that set forth therein. The Property Trustee shall not cause the Buyer Depositor to repurchase any Debentures under the Indenture unless, and then only to the extent, Electing Holders shall have the right to substitute for all or part of the Mortgage Loans listed make Repurchase Elections. (c) Trust Securities repurchased on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase Date shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, repurchased at the Repurchase Price with the proceeds from the contemporaneous repurchase by the Depositor of a Like Amount of Debentures as contemplated by Section 10.2(b). Repurchases of Trust Securities shall be made and the Repurchase Price shall be payable on the Repurchase Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Repurchase Price. (d) If the Electing Holders make a Repurchase Election, then, by 12:00 noon, New York City time, on the Repurchase Date, subject to Section 10.2(c), in the case of any such substitutionCapital Securities held in book-entry form, adjusted as the Buyer and Property Trustee will deposit irrevocably with the Seller shall agree is necessary Depository for the Capital Securities funds sufficient to achieve pay the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by Buyer of the applicable Repurchase Price in the form of cash by federal wire transfer (same day) funds. To secure the Repurchase Price, the Seller hereby grants and will give such Depository irrevocable instructions and authority to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver pay the Repurchase Price to the Buyer Electing Holders thereof. With respect to Capital Securities not held in book- entry form, the Property Trustee, subject to Section 10.2(c), will irrevocably deposit with the Paying Agent for the Capital Securities funds sufficient to pay the applicable Repurchase Price and will give such Paying Agent irrevocable instructions and authority to pay the Repurchase Price to the Electing Holders thereof upon surrender of their Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Repurchase Date for any Capital Securities of Electing Holders shall constitute a default be payable to such Electing Holders as they appear on the Securities Register for purposes the Capital Securities on the relevant record dates for the related Distribution Dates. If Election Notices shall have been given and funds deposited as required, then upon the date of such security interestdeposit, all rights of Electing Holders will cease with respect to their Capital Securities that are being repurchased, except the right of such Electing Holders to receive the Repurchase Price, but without interest on such Repurchase Price, and the Capital Securities elected for repurchase hereunder will cease to be outstanding. The Buyer's security interest in In the Repurchased Property shall continue until event that any date fixed for the Buyer receives repurchase of Capital Securities is not a Business Day, then payment of the Repurchase Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in full respect of any such delay), except that, if such Business Day falls in the Custodial Account (next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. In the event that payment of the Repurchase Price is improperly withheld or another account designated refused and not paid either by the Seller and acceptable Trust or by the Depositor pursuant to Buyer). At the Guarantee, Distributions on such time Capital Securities will continue to accumulate at the then applicable rate, from the Repurchase Date originally established by the Trust for such security interest Capital Securities to the date such Repurchase Price is actually paid, in which case the actual payment date will be the date fixed for repurchase for purposes of calculating the Repurchase Price. (e) Payment of the Repurchase Price on the Capital Securities of Electing Holders shall be released automatically made to the record holders thereof as they appear on the Securities Register for the Capital Securities on the relevant record date, which shall be one Business Day prior to the relevant Repurchase Date; provided, however, that in the event that any of the Capital Securities are not held in book-entry form, the relevant record date for all Capital Securities being repurchased shall be the date 15 days prior to the Repurchase Date. (f) To the extent that the Trust has funds on hand and available in the Payment Account for the payment of the Repurchase Price (from the proceeds of the corresponding repurchase by the Depositor of the Like Amount of the Debentures or from payments made by the Depositor pursuant to the Guarantee), on and after the Repurchase Date, Distributions on the Capital Securities subject to the repurchase will cease to accumulate (and interest on the Like Amount of the Debentures will cease to accrue). (g) If any Repurchase Elections have been made, the Capital Securities or portion of Capital Securities subject to such Repurchase Elections shall become due and payable on the date and at the place or places stated in such notice at the applicable Repurchase Price. On presentation and surrender of such Capital Securities at the place of payment specified in said notice, the said securities or the specified portions thereof shall be paid and repurchased by the Property Trustee at the applicable Repurchase Price to the Repurchase Date; provided, however, that installment of Distributions whose Stated Maturity is on or prior to the Repurchase Date will be payable to the Holders of such Capital Securities, or one or more Predecessor Capital Securities, registered as such at the close of business on the relevant Record Dates according to their terms. (h) Upon presentation of any Capital Security repurchased in part only, an Administrative Trustee shall execute and the Buyer Property Trustee shall execute any documents reasonably requested by authenticate and make available for delivery to the Seller Holder thereof, at the expense of the Depositor, a new Capital Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to evidence the release non-repurchased portion of the Capital Security so presented and having the same original issue date, and terms. If a Global Capital Security is so surrendered, such security interestnew Capital Security will also be a Global Capital Security.

Repurchase Procedures. Upon receipt of a properly executed Seller's Repurchase Request, Buyer agrees to sell, assign and transfer to the Seller the following (the "Repurchased Property"): (i) the Mortgage Loans listed on the Seller Repurchase Request, (ii) all Mortgage Documents related to those Mortgage Loans, (iii) all rights of the Buyer in, to and under those Mortgage Loans and Mortgage Documents, including, without limitation, the right to receive principal, interest and all other payments with respect thereto after the Repurchase Date and all rights under related title and hazard insurance policies, all escrow and other amounts held by the Buyer in connection therewith, and all rights to service those Mortgage Loans, and (iv) all rights of the Buyer in, to and under the real property and improvements thereon securing those Mortgage Loans, including, without limitation, all rights of the Buyer as mortgagee with respect to such real property and improvements provided that the terms and conditions hereof are satisfied; provided that PROVIDED THAT the Buyer shall have the right to substitute for all or part of the Mortgage Loans listed on the Seller Repurchase Request, other Mortgage Loans that in the aggregate have substantially similar average outstanding principal balances, interest rates and terms to maturity. Such repurchase shall be on a whole-loan, servicing-released basis without recourse, representation or warranty of the Buyer, at the Repurchase Price (in the case of any such substitution, adjusted as the Buyer and the Seller shall agree is necessary to achieve the same economics that would have existed with respect to the repurchase of the Mortgage Loans listed in the Seller Repurchase Request had no such substitution occurred). Such sale shall be effective as of the Repurchase Date upon receipt by Buyer of the Repurchase Price in the form of cash by federal wire transfer (same day) funds. To secure the Repurchase Price, the Seller hereby grants to the Buyer a continuing security interest in the Repurchased Property and all proceeds thereof. The Seller further agrees that the Buyer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that the failure to deliver the Repurchase Price to the Buyer on the Repurchase Date shall constitute a default for purposes of such security interest. The Buyer's security interest in the Repurchased Property shall continue until the Buyer receives payment of the Repurchase Price in full in the Custodial Account (or another account designated by the Seller and acceptable to Buyer). At such time such security interest shall be released automatically and the Buyer shall execute any documents reasonably requested by the Seller to evidence the release of such security interest.