Repurchase. (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Date.
Appears in 1 contract
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset shall terminate. Buyer shall be effected deemed to have simultaneously released its security interest in such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall promptly deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by reassignment Buyer except that Buyer shall be deemed to a Seller or its designee have represented that such Purchased Asset is being transferred free and clear of any encumbrance created by Buyer without the necessity for any further documentation. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Collection Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to an account Seller, but in no event later than the next Remittance Date, without any set-off, deduction or other application of BuyerIncome pursuant to Sections 5.02 and 5.03 and, until so paid or delivered, Buyer shall hold such Income in the Collection Account in trust for the sole benefit of Seller. The Sellers are obligated Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. For the Sellers’ expense on avoidance of doubt, the Repurchase DatePrice for any Purchased Asset shall include only the accrued and unpaid Price Differential for such Purchased Asset and not the Price Differential for all Purchased Assets.
Appears in 1 contract
Sources: Master Repurchase Agreement (Two Harbors Investment Corp.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date (as of such date) for such TransactionPurchased Asset and related Records (if any) and all amounts payable by Seller to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement with such Affiliated Hedge Counterparty relating to such Purchased Asset, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Sellers Transaction with respect to such Purchased Asset shall pay terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer any amount required to compensate such Buyer for any additional losses, costs shall deliver an amendment thereto or expenses which it may reasonably incur as a result termination thereof evidencing the release of such repurchasePurchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, includingexcept that Buyer shall represent to Seller that, without limitation, any loss, cost or expense incurred to the extent that good title was transferred and assigned by reason of Seller to Buyer hereunder on the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase related Purchase Date, termination that Buyer is the sole owner of the Transaction will be effected such Purchased Asset, free and clear of any other interests or Liens caused by reassignment Buyer’s actions or inactions. Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Sellers are obligated portion of all such net proceeds received by Buyer in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from reduce any other amounts due and payable to Buyer or Custodian at the Sellers’ expense on the Repurchase Dateunder this Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Northstar Realty Finance Corp.)
Repurchase. (i) The a. Sellers may shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date without penalty or premium, subject . Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds as well as principal payments and margin payments received by Buyer shall be applied to reduce the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan and such deductions shall be reduced accounted for on each Price Differential Payment Date except as otherwise provided in Section 5(dherein). If the Sellers intend are obligated to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Sellers’ expense on the related Repurchase Date.
b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer shall immediately terminate and release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto). With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Sellers agree to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days of such Seller’s receipt from the Servicer of cash proceeds of any such Mortgagor’s payment in connection with a Purchased Mortgage Loan, the Repurchase Price with respect to such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.
c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Sellers fail to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Sellers do not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Sellers’ right and obligation to repurchase such Mortgage Loan by paying Sellers a price to be repurchasedset by Buyer in its sole discretion (a “Bid”). If Sellers, within five (5) Business Days of receipt of Buyer’s bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Sellers’ right to repurchase such notice Mortgage Loan under this Agreement or (ii) immediately repurchase the Mortgage Loan at the Repurchase Price in accordance with this Section 4. Sellers shall pay Buyer a bid fee equal to $250 (the “Bid Fee”) with respect to each Mortgage Loan on which Buyer or its Affiliate makes a Bid, regardless of whether the Bid is given, the amount specified in accepted and such notice Bid Fee shall be due and payable to Buyer on or before the date specified therein, and, on receipt, such Violation Deadline. Any amount paid by Buyer or its Affiliate to terminate Sellers’ right to repurchase a Purchased Mortgage Loan if a Bid is accepted pursuant to this Section shall be applied to by Buyer toward the outstanding Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such applicable Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Date.
Appears in 1 contract
Repurchase. (i) The Sellers may a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without penalty regard to any prior or premium, subject intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced on each Price Differential Payment Date except as otherwise provided in Section 5(dherein). If Seller is obligated to repurchase and take physical possession of such Purchased Mortgage Loans from Buyer or its designee (including the Sellers intend to make such a repurchaseCustodian) at Seller's expense on the related Repurchase Date.
b. Provided that no Default shall have occurred and is continuing, and Buyer has received the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating related Repurchase Price upon repurchase of the Purchased Mortgage Loans Loans, Buyer agrees to be repurchased. If such notice is given, the amount specified release its ownership interest hereunder in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations ofincluding, the Sellers pursuant Repurchase Assets related thereto) at the request of Seller. With respect to Section 5payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) against provide Buyer with a copy of a report from the simultaneous transfer of related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two Business Days, the Repurchase Price with respect to an account such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of Buyer. The Sellers are obligated to obtain evidence of compliance with clauses (i) through (iii) of the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Dateimmediately preceding sentence.
Appears in 1 contract
Sources: Master Repurchase Agreement (Staten Island Bancorp Inc)
Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Event of Default has occurred and is continuing (unless the repurchase cures the Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by (i) The Sellers may repurchase Purchased Mortgage Loans without penalty Buyer’s actions or premiuminactions or, subject to (ii) in the last sentence event Servicer is W▇▇▇▇ or an Affiliate of this Section 3(d)(i)Buyer, on any datethe actions or inactions of Servicer. The Repurchase Price payable for portion of any Release Amount paid in connection with the repurchase of any such a Purchased Mortgage Loan shall be reduced as provided Asset that is in Section 5(d). If excess of the Sellers intend to make such a repurchase, then current Repurchase Price of the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the related Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
(b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionAsset being repaid.
(iic) On At any time during the Repurchase Dateexistence of a Default, termination Event of the Transaction will be effected by reassignment to Default or unsatisfied Margin Deficit, Seller shall not repurchase a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to an account of Buyer. The Sellers are obligated portion of all such proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable.
(d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase DateDate for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Resource Capital Corp.)
Repurchase. (a) On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on Buyer's behalf) the Repurchase Price for such Purchased Asset as of the Repurchase Date, and, so long as no Default or Event of Default has occurred and is continuing (unless the repurchase cures the Default or Event of Default), Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by (i) The Sellers may repurchase Purchased Mortgage Loans without penalty Buyer's actions or premiuminactions or, subject to (ii) in the last sentence event Servicer is ▇▇▇▇▇ or an Affiliate of this Section 3(d)(i)Buyer, on any datethe actions or inactions of Servicer. The Repurchase Price payable for portion of any Release Amount paid in connection with the repurchase of any such a Purchased Mortgage Loan shall be reduced as provided Asset that is in Section 5(d). If excess of the Sellers intend to make such a repurchase, then current Repurchase Price of the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the related Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount Asset shall be applied to the outstanding Repurchase Obligations in such manner and order as Buyer may determine. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
(b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no Event of Default has occurred and is continuing, Buyer shall remit to Seller promptly (and, in any event, within two (2) Business Days of Buyer's receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the designated Purchased Mortgage LoansAsset being repaid.
(c) At any time during the existence of a Default, Event of Default or unsatisfied Margin Deficit, Seller shall not repurchase a Purchased Asset unless the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer. If any The portion of all such proceeds in excess of the then-current Repurchase Price of the related Purchased Mortgage Loan is repurchased Asset shall be applied in accordance with Section 5.02 or 5.03, as applicable.
(d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer on any date other than the Reset Repurchase Date for such Transaction, a Purchased Asset so long as Seller complies with the Sellers shall pay provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.
(e) In the event that Buyer determines LIBOR based on another recognized source or interbank quotation (as contemplated and permitted by the parenthetical in the definition of LIBOR) and Seller is not satisfied with such determination, Seller has the option to terminate the Facility and repurchase all Purchased Assets outstanding within thirty (30) days of Buyer's determination by Seller providing Buyer with at least five (5) Business Days' prior written notice of the exercise of such option and the requested early Repurchase Date and paying to Buyer the aggregate Repurchase Price outstanding for all Purchased Assets (including any amount required to compensate such breakage costs incurred by Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such early repurchase), includingprovided that (i) no Exit Fee shall be payable by Seller in connection therewith, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
and (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (acknowledges and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the agrees that such Repurchase Price to an account of shall be calculated utilizing the LIBOR rate so determined by Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Exantas Capital Corp.)
Repurchase. a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date.
b. Provided that no Event of Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to immediately provide Buyer with a copy of a report from the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any related Servicer indicating that such Purchased Mortgage Loan shall be reduced as provided has been paid in Section 5(d). If the Sellers intend full, (ii) remit to make such a repurchaseBuyer, within two (2) Business Days, the Sellers shall give one (1) Business Day’s prior written notice thereof Repurchase Price with respect to the Buyer, designating the such Purchased Mortgage Loans and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to be repurchased. If such notice is given, release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the amount specified in such notice immediately preceding sentence.
c. Seller shall be due and payable repurchase the related Purchased Agency Securities from Buyer on the date specified therein, and, on receipt, such amount shall be applied to each related Repurchase Date at the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur so long as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (Agency Securities remain on the Buyer’s Federal Book Account and any Income in respect thereof received by Buyer have not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Datebeen purchased by a Takeout Broker Dealer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens created by reassignment Buyer. Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. The Sellers are obligated Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to obtain Buyer the Mortgage Files from outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to the last sentence of repurchase Purchased Mortgage Loans in accordance with this Section 3(d)(i), on any date3(e) and Section 4. The Repurchase Price payable for the Any repurchase of any such Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan shall be reduced as provided to a third-party purchaser, including in Section 5(d). If the Sellers intend to make such connection with a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionsecuritization transaction.
(ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date.
(iii) On the Repurchase Date, termination of subject to the Transaction will be effected by reassignment conditions set forth herein, Buyer shall sell and deliver to a Seller or its designee of designee, the Purchased Mortgage Loans (Loans, and any Income in respect thereof received the Transactions hereunder shall terminate, upon simultaneous payment by Buyer not previously credited or transferred to, or applied Seller by wire to the obligations of, Collection Account (or other account as designated by the Sellers pursuant to Section 5Buyer in writing) against the simultaneous transfer of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to an account of Buyer. The Sellers are obligated all Purchased Mortgage Loans up to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the and including such Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan.
(iv) In addition to any other rights and remedies of Buyer hereunder, Seller shall immediately repurchase any Purchased Mortgage Loan that no longer qualifies as an Eligible Mortgage Loan.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Repurchase. (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s 's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller Sellers or its their designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Obligations of Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Payment Date except as otherwise provided herein). Sellers are obligated to obtain the Mortgage Files from Custodian or Buyer or Custodian its designee at the Sellers’ ' expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Repurchase. (i) The a. Sellers may shall repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable from Administrative Agent for the benefit of Buyers the related Purchased Assets on each related Repurchase Date. Such obligation to repurchase of exists without regard to any such prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one or Contributed Asset (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for the designated related Purchased Mortgage LoansLoans or REO Subsidiary Interests on each Payment Date except as otherwise provided herein). If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay are obligated to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee repurchase and take physical possession of the Purchased Mortgage Loans and Contributed Assets, as applicable, from Administrative Agent or its designee (and any Income including the Custodian) then in respect thereof received by Buyer not previously credited Administrative Agent’s or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian its designee’s possession at the Sellers’ expense on the related Repurchase Date.
b. When the Purchased Mortgage Loans or the Contributed Assets supporting a portion of the Purchase Price of the Transaction related to the REO Subsidiary Interests are desired by a Seller to be released, sold or otherwise liquidated, such Seller shall make payment to Administrative Agent for the benefit of Buyers in order to prepay the Allocated Repurchase Price (a “Optional Partial Prepayment”) in an amount equal to the Allocated Repurchase Price on each date such Purchased Mortgage Loan Contributed Asset is desired to be sold or otherwise liquidated (each, a “Optional Partial Prepayment Date”). Such payment shall serve as a partial prepayment of the Repurchase Price in connection with the Transaction in respect of the Purchased Mortgage Loans or REO Subsidiary Interests, as applicable, in order to avoid a Margin Deficit. Such obligation to pay the Optional Partial Prepayment exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan or Contributed Asset. Sellers are obligated to pay the Optional Partial Prepayment and take physical possession of the Purchased Mortgage Loans or Contributed Assets, as applicable, giving rise to the Optional Partial Prepayment, from in the case of Contributed Assets, the REO Subsidiary or its designee (including the Custodian) at Sellers’ expense on the related Optional Partial Prepayment Date.
c. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed Assets from the REO Subsidiary, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans, or lien on the Contributed Assets or REO Subsidiary Interests, or the Repurchase Assets related thereto, as applicable. The applicable Purchased Mortgage Loans, Contributed Assets or the Repurchase Assets related thereto, as applicable, shall be retransferred by delivery to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. Provided that no Default shall have occurred and be continuing, and Administrative Agent for the benefit of Buyers has received the applicable Optional Partial Prepayment, Administrative Agent and the applicable Buyers agree to permit the release from the REO Subsidiary of the Contributed Asset attributable to such Optional Partial Prepayment (including, the Repurchase Assets related thereto) at the request of Sellers. The applicable Purchased Mortgage Loan or Contributed Asset and the Repurchase Assets related thereto, shall be delivered to the applicable Seller or the designee of such Seller free and clear of any lien, encumbrance or claim of Administrative Agent, the Buyers or REO Subsidiary.
d. With respect to a Liquidated Asset, Sellers agree to (i) provide Administrative Agent with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan or Contributed Asset has been liquidated, (ii) cause the applicable Servicer to, (x) if such Liquidated Asset is a Purchased Mortgage Loan, remit to the Servicer Account, immediately upon the applicable Servicer’s receipt of the proceeds, the Repurchase Price, with respect to such Liquidated Asset and thereafter cause the applicable Servicer to remit such proceeds to the Collection Account within two (2) Business Days and (y) if such Liquidated Asset is a Contributed Asset remit the Optional Partial Prepayment in accordance with Section 4(b) and (iii) provide Administrative Agent a notice specifying each Purchased Mortgage Loan or Contributed Asset that has been liquidated. Administrative Agent and the Buyers agree to release their lien on such Liquidated Asset and permit the release of the Liquidated Asset from REO Subsidiary concurrently with receipt of confirmation that proceeds have been received by the applicable Servicer. All amounts on deposit in the REO Subsidiary Accounts shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement.
e. Promptly upon a Purchased Mortgage Loan becoming an REO Property, (a) Sellers shall (i) notify Administrative Agent in writing that such Purchased Mortgage Loan has become a REO Property and the value attributed to such REO Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part IV hereto with respect to such REO Property; and (iv) without limiting the requirements set forth in the definition of Market Value, deliver to Administrative Agent a true and complete copy of a BPO of such REO Property no less frequently than once per 180 day period, and (b) solely with respect to a Purchased Mortgage Loan becoming a REO Property (i) such REO Property shall automatically and immediately be deemed contributed or sold by the Seller that owns it to the REO Subsidiary, and (ii) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value as determined by Administrative Agent shall be included in the Market Value of the REO Subsidiary Interests. The acquisition of such REO Property by the REO Subsidiary shall result in an increase in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Market Value) of the REO Subsidiary against a decrease in value of the Purchased Mortgage Loan and any Purchase Price Increase or Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or Sellers as applicable, in accordance with this Agreement.
f. Promptly upon a REO Property becoming a Rental Property, Sellers shall (i) notify Administrative Agent in writing that such REO Property has become a Rental Property and the value attributed to such Rental Property by Sellers, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such Rental Property, (iii) be deemed to make the representations and warranties listed on Schedule 1, Part VI hereto with respect to such Rental Property; (iv) without limiting the requirements set forth in the definition of Asset Value, deliver to Administrative Agent a true and complete copy of a BPO of such Rental Property no less frequently than once per 180 day period. The conversion of such Rental Property shall result in an applicable change in the value of the REO Subsidiary Interests (as determined in accordance with the definition of Asset Value) of such REO Subsidiary and any Margin Deficit attributed to any change in Category shall be paid by the Administrative Agent, on behalf of Buyers, or Sellers, as applicable.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to the last sentence of repurchase Purchased Mortgage Loans in accordance with this Section 3(d)(i), on any date3(e) and Section 4. The Repurchase Price payable for the Any repurchase of any such Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan shall be reduced as provided to a third-party purchaser, including in Section 5(d). If the Sellers intend to make such connection with a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionsecuritization transaction.
(ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at [***] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [***] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date.
(iii) On the Repurchase Date, termination of subject to the Transaction will be effected by reassignment conditions set forth herein, Buyer shall sell and deliver to a Seller or its designee of designee, the Purchased Mortgage Loans (Loans, and any Income in respect thereof received the Transactions hereunder shall terminate, upon simultaneous payment by Buyer not previously credited or transferred to, or applied Seller by wire to the obligations of, Collection Account (or other account as designated by the Sellers pursuant to Section 5Buyer in writing) against the simultaneous transfer of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to an account of Buyer. The Sellers are obligated all Purchased Mortgage Loans up to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the and including such Repurchase Date, whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan.
(iv) In addition to any other rights and remedies of Buyer hereunder, Seller shall immediately repurchase any Purchased Mortgage Loan that no longer qualifies as an Eligible Mortgage Loan.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend Seller intends to make such a repurchase, the Sellers Seller shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a the Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are Seller is obligated to obtain the Mortgage Files from Buyer or Custodian its designee at the Sellers’ Seller’s expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Taberna Realty Finance Trust)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that (i) with respect to any Default that is cured prior to the expiration of any applicable cure period, Buyer shall transfer the applicable Purchased Asset to Seller upon Buyer’s determination, in its sole discretion, that the applicable Default has been timely cured, whereupon such Transaction with respect to such Purchased Asset shall terminate, and (ii) with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the Transaction will be effected by reassignment to a Seller or its designee definition of “Repurchase Date”, settlement of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an account amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer. The Sellers are obligated Any Income with respect to obtain the Mortgage Files from such Purchased Asset received by Buyer or Custodian at the Sellers’ expense on Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations provided, however, to the extent that the Maturity Date occurred under clause (c) of the definition thereof, Buyer agrees, for purposes of this sentence, to treat Seller no differently than it treats other similarly situated customers in similar transactions. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an unsatisfied Margin Deficit, an uncured Default or Event of Default, unless such unsatisfied Margin Deficit, uncured Default or Event of Default is cured in its entirety by such repurchase, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, with all such amounts to be applied by Buyer in accordance with Article 5. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (AG Mortgage Investment Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the Closing Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens created by reassignment Buyer. Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Collection Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. The Sellers are obligated Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starwood Property Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for such Purchased Asset as of the designated Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Mortgage Loans. If Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Agreement), Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Mortgage Loan is repurchased on any date other than the Reset Date Asset Documents with respect to such Purchased Asset) for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred Purchased Asset by reason of clause (d) of the liquidation or reemployment definition of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the “Repurchase Date”, termination settlement of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to an account the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until ▇▇▇▇▇’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer. The Sellers are obligated to obtain ’s confirmation of the Mortgage Files from Buyer or Custodian at receipt of the Sellers’ expense Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined in its discretion, under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement to the extent related to such repurchase and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset shall terminate. Buyer (i) shall be effected deemed to have simultaneously released its security interest in such Purchased Asset, (ii) shall authorize Custodian to release to Seller the Asset Documents for such Purchased Asset, if any, and, (iii) to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by reassignment Buyer, except that Buyer shall represent to a Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or its designee of the Liens (other than Permitted Liens) caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Securities Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. The Sellers are obligated Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to obtain Buyer and any Affiliated Hedge Counterparty the Mortgage Files from Buyer or Custodian at outstanding Repurchase Price therefor, all other outstanding Repurchase Obligations and all related amounts due to any Affiliated Hedge Counterparty under the Sellers’ expense on the Repurchase Daterelated Interest Rate Protection Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Resource Capital Corp.)
Repurchase. (i) The Sellers Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend either Seller intends to make such a repurchase, the Sellers such Seller shall give one (1) Business Day’s 's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. The Sellers are Such Seller is obligated to obtain the Mortgage Files from the Buyer or Custodian its designee at the Sellers’ such Seller's expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchaseAsset, the Sellers related Seller shall give one (1) Business Day’s prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date (as of such date) for such TransactionPurchased Asset and related Records (if any), and Buyer shall transfer to such Seller such Purchased Asset, whereupon the Sellers Transaction with respect to such Purchased Asset shall pay terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, Buyer any amount required to compensate such Buyer for any additional losses, costs shall deliver an amendment thereto or expenses which it may reasonably incur as a result termination thereof evidencing the release of such repurchasePurchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, includingexcept that Buyer shall represent to such Seller that, without limitation, any loss, cost or expense incurred to the extent that good title was transferred and assigned by reason of such Seller to Buyer hereunder on the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase related Purchase Date, termination that Buyer is the sole owner of the Transaction will be effected such Purchased Asset, free and clear of any other interests or Liens caused by reassignment Buyer’s actions or inactions. Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of Buyerthe related Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, the related Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Sellers are obligated portion of all such net proceeds received by Buyer in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from reduce any other amounts due and payable to Buyer or Custodian at the Sellers’ expense on the Repurchase Dateunder this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Resource Capital Corp.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the Transaction will be effected by reassignment to a Seller or its designee definition of “Repurchase Date”, settlement of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an account amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens created by Buyer. The Sellers are obligated Any Income with respect to obtain the Mortgage Files from such Purchased Asset received by Buyer or Custodian at the Sellers’ expense on Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing and no unsatisfied Margin Deficit exists, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will be effected by reassignment with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof received by Asset shall terminate; provided, however, that Buyer not previously credited or transferred toshall have no obligation to transfer to Seller, or applied to the obligations ofrelease any interest in, the Sellers pursuant to Section 5) against the simultaneous transfer such Purchased Asset until Buyer shall have received payment in full of the Repurchase Price to an account therefor. Any Release Amount which is paid by Seller as part of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Price shall be applied by Buyer pursuant to clause sixth of Section 5.01 to reduce the outstanding Purchase Price of the remaining Purchased Assets as determined by Buyer in its discretion. So long as no Default or Event of Default has occurred and is continuing, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date., Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian (in accordance with the terms of the Custodial Agreement) to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically -42- LEGAL02/38049601v7
Appears in 1 contract
Sources: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)
Repurchase. (i) The Sellers may a. Seller shall repurchase the related Purchased Mortgage Loans from Buyer on each related Repurchase Date. Such obligation to repurchase exists without penalty regard to any prior or premium, subject intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Mortgage Loans from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date.
b. Provided that no Default shall have occurred and is continuing, and Buyer has received the related Repurchase Price upon repurchase of the Purchased Mortgage Loans, Buyer agrees to release its ownership interest hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller. The Purchased Mortgage Loans (including the Repurchase Assets related thereto) shall be reduced delivered to Seller free and clear of any lien, encumbrance or claim. With respect to payments in full by the related Mortgagor
of a Purchased Mortgage Loan, Seller agrees to (i) provide Buyer with a copy of a report from the related Servicer indicating that such Purchased Mortgage Loan has been paid in full, (ii) remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Purchased Mortgage Loan and (iii) provide Buyer a notice specifying each Purchased Mortgage Loan that has been prepaid in full. Buyer agrees to release its ownership interest in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with clauses (i) through (iii) of the immediately preceding sentence.
c. In the event that at any time any Purchased Mortgage Loan violates the applicable sublimit set forth in the definition of Market Value, Buyer may, in its sole discretion, redesignate such Mortgage Loan as provided an Exception Mortgage Loan. If Buyer does not redesignate such Mortgage Loan as an Exception Mortgage Loan, and if Seller fails to notify Buyer within five (5) Business Days following notice or knowledge of such violation that Seller does not want to receive a bid for such Mortgage Loan as described below, Buyer or an Affiliate of Buyer may offer to terminate Seller’s right and obligation to repurchase such Mortgage Loan by paying Seller a price to be set by Buyer in Section 5(dits sole discretion (a “Bid”). If the Sellers intend to make such a repurchaseSeller, the Sellers shall give within one (1) Business DayDay of receipt of Buyer’s prior written notice thereof bid (the “Violation Deadline”) may, in its sole discretion, either (i) accept Buyer’s bid, terminating Seller’s right and obligation to repurchase such Mortgage Loan under this Agreement or (ii) immediately repurchase the Buyer, designating Mortgage Loan at the Repurchase Price in accordance with this Section 4. Any amount paid by Buyer or its Affiliate to terminate Seller’s right and obligation to repurchase a Purchased Mortgage Loans Loan if a Bid is accepted pursuant to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount this Section shall be applied to by Buyer toward the outstanding Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such applicable Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset or Underlying Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be effected deemed to have simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to Seller the related Asset Documents and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset or Underlying Assets, upon Seller’s request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by reassignment Buyer, except that Buyer shall represent to a Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or its designee of the Liens caused by Buyer’s actions or inactions. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. The Sellers are obligated Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (Altisource Residential Corp)
Repurchase. (ia) The Sellers may repurchase On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Loans without penalty or premium, subject to Note by the last sentence of this Section 3(d)(irelated Underlying Obligor), Seller shall transfer to Buyer (or, in connection with repayment in full of a Mortgage Note by the related Underlying Obligor, to Servicer, on any date. The Buyer’s behalf) the Repurchase Price payable for such Purchased Asset as of the Repurchase Date, and, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, (unless the repurchase of any such Purchased Asset cures such monetary or material non-monetary Default or such Event of Default or unless such repurchase is as a result of a repayment of the Purchased Asset in full by the Underlying Obligor) Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such Purchased Asset shall terminate. So long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from ▇▇▇▇▇’s security interest therein. Any such transfer or release shall be reduced as provided in Section 5(d). If the Sellers intend without recourse to make such a repurchaseBuyer and without representation or warranty by Buyer, the Sellers except that Buyer shall give one (1) Business Day’s prior written notice thereof represent to Seller, to the Buyer, designating the Purchased Mortgage Loans extent that good title was transferred and assigned by Seller to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable Buyer hereunder on the date specified thereinrelated Purchase Date, andthat Buyer is the sole owner of such Purchased Asset, on receipt, such amount free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. The portion of any Release Amount paid in connection with the repurchase of a Purchased Asset that is in excess of the then current Repurchase Price of the related Purchased Asset shall be applied to the outstanding Repurchase Obligations in the manner and order specified in the proviso to the definition of Release Amount. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer or depositing into the Waterfall Account, as applicable, the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
(b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in Section 5.02 to the contrary, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing and Buyer has received the full Repurchase Price owed in connection with such Purchased Asset (including any Exit Fee and Release Amount), Buyer shall remit to Seller promptly (and, in any event, within five (5) Business Days of Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionAsset being repaid.
(iic) On At any time during the Repurchase Dateexistence of a monetary or material non-monetary Default or any Event of Default or any unsatisfied Margin Call, termination of Seller shall be permitted to repurchase a Purchased Asset and obtain the Transaction will be effected by reassignment to a release thereof only if Seller or its designee of satisfies the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer conditions of the Repurchase Documents in connection therewith and the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer, and the Excess Amount paid by Seller in connection therewith shall be applied by Buyer to the outstanding Repurchase Obligations in accordance with and subject to the provisos to the definition of Release Amount.
(d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an account of Buyer. The Sellers are obligated Asset to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase DateDate for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such Asset.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Cim Real Estate Finance Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset shall terminate. Buyer shall be effected deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by reassignment Buyer, except that Buyer shall represent to a Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or its designee of the Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Securities Account Bank after payment of the Repurchase Price to an account therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The Sellers are obligated portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to obtain the Mortgage Files from reduce any other amounts due and payable to Buyer or Custodian at the Sellers’ expense on the Repurchase Dateunder this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Dynex Capital Inc)
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject premium on any Business Day other than as stated in the Pricing Letter or Seller may be required to the last sentence of repurchase Purchased Mortgage Loans in accordance with this Section 3(d)(i), on any date3(e) and Section 4. The Repurchase Price payable for the Any repurchase of any such Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan shall be reduced as provided to a third-party purchaser, including in Section 5(d). If the Sellers intend to make such connection with a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionsecuritization transaction.
(ii) In connection with each Repurchase Date, Seller shall give written notice to Buyer of its intention to repurchase the applicable Purchased Mortgage Loans at least [*] prior to the applicable Repurchase Date. Seller shall deliver to Buyer at least [*] prior to a requested Repurchase Date a Settlement Report in form and substance acceptable to Buyer in its sole discretion. The Settlement Report shall detail any Periodic Advance Repurchase Payment to be made on such date.
(iii) On the Repurchase Date, termination of subject to the Transaction will be effected by reassignment conditions set forth herein, Buyer shall sell and deliver to a Seller or its designee of designee, the Purchased Mortgage Loans (Loans, and any Income in respect thereof received the Transactions hereunder shall terminate, upon simultaneous payment by Buyer not previously credited or transferred to, or applied Seller by wire to the obligations of, Collection Account (or other account as designated by the Sellers pursuant to Section 5Buyer in writing) against the simultaneous transfer of the Repurchase Price, together with all accrued and unpaid Price Differential with respect to an account of Buyer. The Sellers are obligated all Purchased Mortgage Loans up to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the and including such Repurchase Date., whether or not such Price Differential is then due and payable, and, upon such payment, such accrued Price Differential shall be deemed paid in full as of the related Repurchase Date. Such
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchase Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of the Transaction will be effected related Purchased Asset, free and clear of any other interests or Liens created by reassignment Buyer. Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of BuyerSeller. The Sellers are obligated Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starwood Property Trust, Inc.)
Repurchase. (i) The Sellers Each Seller may repurchase a Purchased Mortgage Loans Loan without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the date and such Seller shall repurchase of any such a Purchased Mortgage Loan shall be reduced as provided in on the related Repurchase Date at the related Repurchase Price less any amounts transferred pursuant to Section 5(d)6 hereof. If In the Sellers intend event that a Seller wishes to make repurchase a Purchased Mortgage Loan, such a repurchase, the Sellers Seller shall give at least one (1) Business Day’s prior written notice thereof to the Buyer, designating which notice shall set forth (A) the Purchased Mortgage Loans to be repurchased. If such notice is given, (B) the amount specified in such notice Repurchase Date and (C) the Repurchase Price thereof which shall be due and payable on the date Repurchase Date specified therein, and, . Upon Buyer’s receipt of an amount at least equal to such Repurchase Price on receiptany Business Day prior to 3 p.m. (eastern standard time), such amount shall be applied to the Repurchase Price for on that same Business Day. Any amounts received after 3 p.m. (eastern standard time) shall be deemed received by Buyer on the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transactionnext Business Day.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers such Seller pursuant to Section 56) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are Such Seller is obligated to obtain the Mortgage Files from Buyer or Custodian its designee at the Sellers’ such Seller’s expense on the Repurchase Date.
Appears in 1 contract
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and the related Seller Party shall pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Asset Documents) for such Purchased Asset by reason of clause (d) of the Transaction will be effected by reassignment to a Seller or its designee definition of “Repurchase Date”, settlement of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur on or prior to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Purchased Asset Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an account amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens created by Buyer. The Sellers are obligated Any Income with respect to obtain the Mortgage Files from such Purchased Asset received by Buyer or Custodian at the Sellers’ expense on Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, (A) on or before the CMBS Purchased Asset Maturity Date, Seller shall repurchase all CMBS Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other related outstanding Repurchase Obligations, and (B) on or before the Maturity Date, Seller shall repurchase all remaining Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the last sentence maturity date (under the related Mortgage Loan Documents) for such Purchased Asset by reason of this Section 3(d)(i)clause (d) of the definition of “Repurchase Date”, on any date. The settlement of the payment of the Repurchase Price payable and such amounts may occur up to the second Business Day after such Repurchase Date. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the repurchase extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any such Purchased Mortgage Loan shall be reduced as provided other interests or Liens caused by Buyer’s actions or inactions. Notwithstanding the notice periods set forth in Section 5(d). If 3.04, in no event shall Buyer be required to return the Sellers intend Mortgage Asset File related to make any Purchased Asset repurchased in total by Seller prior to the later of (x) the third Business Day following the date on which Buyer and Custodian receive written notice of such a repurchase, the Sellers shall give repurchase request and (y) one (1) Business Day’s prior written notice thereof to Day after the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the related Repurchase Date, termination of the Transaction will be effected by reassignment . Any Income with respect to a Seller or its designee of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Waterfall Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible thereafter. Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the existence of an account unsatisfied Margin Deficit, an uncured monetary or material non-monetary Default or an Event of Buyer. The Sellers are obligated Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to obtain repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Mortgage Files from Underlying Obligor, if Seller shall pay directly to Buyer or Custodian at an amount equal to the Sellers’ expense on greater of (y) one-hundred percent (100%) of the Repurchase Date.net proceeds paid in connection with the relevant payoff and
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. With respect to each Transaction, the Repurchase Date for such Transaction shall be the earlier to occur of (i) The Sellers may repurchase Purchased Mortgage Loans without penalty the then-effective Facility Termination Date, or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) the applicable “Aging Limit” for the related Repurchased Asset as set forth in the Pricing Side Letter, which shall be confirmed in the Transaction Confirmation delivered by Buyer to Seller. On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) Assets against the simultaneous transfer of the Repurchase Price to an account of Buyer; provided, however, that with respect to any Purchased Asset sold to a Takeout Investor, so long as no Event of Default has occurred or is continuing and Buyer has received at least the full Purchase Price for such Purchased Asset, all Liens of Buyer in such Purchased Asset shall be deemed released and of no further force and effect. The Sellers are For the avoidance of doubt, with respect to any Purchased Asset if any remaining Pricing Differential remains due and owing as of the related Repurchase Date, Seller shall pay such amount in full on the next Payment Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation with respect to any Purchased Asset (but liquidation proceeds received by Buyer will be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ Seller’s expense on the Repurchase Date.
Appears in 1 contract
Repurchase. a. Seller shall repurchase the related Purchased Assets from Buyer on each related Repurchase Date at the Repurchase Price. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (i) The Sellers may repurchase Purchased Mortgage Loans without penalty but liquidation or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Repurchase Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the designated Purchased Mortgage LoansAssets from Buyer or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date. If Prior to a Default or Event of Default, Seller may elect to repurchase any Purchased Mortgage Loan is repurchased on any date other than Asset by providing written notice to Buyer in the Reset Date for such Transaction, the Sellers shall pay form of electronic communication. In addition to the Buyer foregoing, Buyer, with at least 30 days’ notice, may terminate any amount required Transaction then outstanding and require that Seller repurchase any Purchased Assets related to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On b. Provided that no Default has occurred and is continuing, and Buyer has received the related Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee Price upon repurchase of the Purchased Assets, Buyer agrees to release its ownership interest hereunder in the Purchased Assets. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to remit to Buyer, within two (2) Business Days, the Repurchase Price with respect to such Purchased Mortgage Loan. Buyer agrees to release its ownership interest in Purchased Mortgage Loans (and any Income which have been prepaid in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer full after receipt of the Repurchase Price to an account of Buyer. The Sellers are obligated to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the Repurchase DatePrice.
Appears in 1 contract
Repurchase. On the Repurchase Date (i) The Sellers may repurchase Purchased Mortgage Loans without penalty or premiumEarly Repurchase Date, subject to the last sentence of this Section 3(d)(iif applicable), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable or on the date specified thereinof any pay-off of the Purchased Asset pursuant to which the obligor thereunder is released from future payment obligations in accordance with this Agreement, andor upon the payment in full for any reason of the Repurchase Price with respect to the Purchased Asset, on receipt, such amount Seller shall be applied transfer to Agent the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation Repurchase Date (or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Early Repurchase Date, termination if applicable) and, so long as no Event of Default has occurred and is continuing, Agent shall promptly transfer to Seller the Purchased Asset in accordance with Section 18.19, whereupon the Transaction will be effected by reassignment with respect to the Purchased Asset shall terminate; provided, however, that in the event of a Seller or its designee pay-off of the Purchased Mortgage Loans (Asset, Agent shall transfer the Purchased Asset to Seller regardless of whether an Event of Default has occurred and any is continuing. Any Income in with respect thereof to the Purchased Asset received by Agent or any Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be promptly remitted to an account Seller. Notwithstanding the foregoing, not later than the Facility Termination Date, Seller shall repurchase the Purchased Asset by paying to Agent the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Agent shall promptly remit to Seller the excess, if any, remaining after application of Buyer. The Sellers are obligated such funds and any Income to obtain the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DateObligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Blackstone Mortgage Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchaseAsset, the Sellers related Seller shall give one (1) Business Day’s prior written notice thereof transfer to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for the designated such Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur Asset as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination and, so long as no Default or Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, whereupon the Transaction will with respect to such Purchased Asset or Underlying Asset shall terminate. So long as no Default or Event of Default has occurred and is continuing, Buyer shall be effected deemed to have simultaneously released its security interest in such Purchased Asset and the related Underlying Assets, shall authorize Custodian to release to the related Seller the related Asset Documents and, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset or Underlying Assets, upon such Seller’s request Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset and Underlying Assets from Buyer’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by reassignment Buyer, except that Buyer shall represent to a the related Seller, to the extent that good title was transferred and assigned by such Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or its designee of the Liens caused by ▇▇▇▇▇’s actions. Any Income with respect to such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be remitted to an account of Buyerthe related Seller. The Notwithstanding the foregoing, on or before the Facility Termination Date, Sellers are obligated shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rithm Perpetual Life Residential Trust)
Repurchase. (i) The Sellers Seller shall repurchase Purchased Mortgage Loans not later than four (4) Business Days following the date of the relevant Transaction, unless Buyer agrees to an extension of the Repurchase Date, and Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any an earlier date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend Seller intends to make such a repurchaserepurchase before the Repurchase Date, the Sellers Seller shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its their designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers Obligations of Seller pursuant to Section 5) ), free and clear of any security interest, lien, encumbrance or other restrictions created by Buyer, against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Mortgage Files from the applicable Custodian or Buyer or Custodian its designee at the Sellers’ Seller’s expense on the Repurchase Date.
Appears in 1 contract
Sources: Master Repurchase Agreement
Repurchase. On the Repurchase Date for each Purchased Asset, provided that no Margin Deficit, Default or Event of Default exists or will result from such repurchase (iand would not be fully cured after applying the related Repurchase Price in accordance with Section 5.02), Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset (or in the case of a Sale and Disposition with respect to an Underlying Asset, the Net Liquidation Proceeds) The Sellers may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last Waterfall Account pursuant to Section 5.01, whereupon the Transaction with respect to such repurchased Purchased Assets will terminate and the outstanding Repurchase Price for the repurchased Purchased Assets shall be reduced by the Purchase Price for such Purchased Assets remitted to the Waterfall Account. Subject to the penultimate sentence of this Section 3(d)(i)3.05, on any date. The Repurchase Price payable for the repurchase upon receipt of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated related Purchased Mortgage Loans. If any Assets (which Repurchase Price may be paid with funds received in connection with a Sale and Disposition of related Underlying Assets), Buyer shall be deemed to have simultaneously released its security interest in such Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers Asset and shall pay authorize Custodian to the Buyer any amount required release to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee the Underlying Asset Documents for such Purchased Asset. Any such transfer shall be without recourse to Buyer and without representation or warranty by Buyer. Any Income with respect to the repurchase of the such Purchased Mortgage Loans (and any Income in respect thereof Asset received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer Account Bank after payment of the Repurchase Price therefor shall be remitted to an account Seller. Notwithstanding the foregoing, on or before the Facility Termination Date and if no Default or Event of Buyer. The Sellers are obligated Default exists, the Seller shall repurchase all Purchased Assets by paying to obtain Buyer the Mortgage Files from Buyer or Custodian at the Sellers’ expense on the outstanding Repurchase DatePrice therefor and all other outstanding Repurchase Obligations.
Appears in 1 contract
Sources: Master Repurchase Agreement (AG Mortgage Investment Trust, Inc.)
Repurchase. (i) The Sellers may repurchase On the Repurchase Date for each Purchased Mortgage Loans without penalty or premiumAsset, subject Seller shall transfer to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend to make such a repurchase, the Sellers shall give one (1) Business Day’s prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to Buyer the Repurchase Price for such Purchased Asset as of the designated Repurchase Date and, so long as no Event of Default or unsatisfied Margin Deficit has occurred and is continuing (unless the repurchase of such Purchased Mortgage Loans. If Asset would cure such Event of Default or Margin Deficit, as applicable, in all respects and otherwise meets the requirements of this Agreement), Buyer shall transfer to Seller such Purchased Asset, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (under the related Purchased Mortgage Loan is repurchased on any date other than the Reset Date Asset Documents with respect to such Purchased Asset) for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred Purchased Asset by reason of clause (d) of the liquidation or reemployment definition of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the “Repurchase Date”, termination settlement of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers pursuant to Section 5) against the simultaneous transfer payment of the Repurchase Price and such amounts may occur up to an account the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Default or Event of Default has occurred and is continuing and no Margin Deficit that is due and payable remains unpaid, upon receipt by Buyer of the Repurchase Price and all other amounts due and owing to Buyer and its Affiliates under this Agreement and each other Repurchase Document as of such Repurchase Date, upon Buyer. The Sellers are obligated to obtain ’s confirmation of the Mortgage Files from Buyer or Custodian at receipt of the Sellers’ expense Repurchase Price for a Purchased Asset on the Repurchase Date therefor, the security interest of Buyer in such Purchased Asset shall be released. Any such completed transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Deposit Account Bank after payment of the Repurchase Price therefor shall be remitted to Seller. Notwithstanding the foregoing, on or before the Maturity Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. Notwithstanding any provision to the contrary contained elsewhere in any Repurchase Document, at any time during the continuance of an unsatisfied Margin Deficit, or an uncured Default or Event of Default, Seller shall only be permitted to repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of such Purchased Asset by the Underlying Obligor or a sale of such Purchased Asset, if Seller shall pay directly to Buyer an amount equal to the greater of (y) one-hundred percent (100%) of the net proceeds paid in connection with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by Seller in connection with the sale of such Purchased Asset, plus an amount equal to the related unpaid Margin Deficit, if any, provided that Seller shall have the right to repurchase any Purchased Asset under this Section 3.05 if such repurchase would cure the related Default, Event of Default or Margin Deficit, as applicable. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer, as determined in its discretion, under this Agreement.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.)
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Sellers intend Seller intends to make such a repurchase, the Sellers Seller shall give one (1) Business Day’s prior written notice thereof to Buyer through the BuyerEverBank Warehouse Electronic System in accordance with the EverBank Warehouse Customer Guide, designating the Purchased Mortgage Loans to be repurchasedrepurchased and providing such other information required pursuant thereto. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
(ii) On the Repurchase Date, termination Seller’s repurchase of the Transaction subject Purchased Mortgage Loans will be effected by reassignment to a Seller or its designee of the such Purchased Mortgage Loans (including the related Servicing Rights and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations Obligations of, the Sellers pursuant to Section 5Seller) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Sellers are Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan except as otherwise provided herein). Seller shall comply with all of the provisions of the EverBank Warehouse Customer Guide and the Custodial Agreement in order to effectuate a repurchase hereunder. Seller is obligated to obtain the Mortgage Files from Buyer or Custodian its designee at the Sellers’ Seller’s expense on the Repurchase DateDate or such other date as agreed to by the parties. All repurchases effected on any Business Day shall be reflected in the Daily Activity Report for such Business Day.
Appears in 1 contract
Repurchase. (i) The Sellers Seller may repurchase Purchased Mortgage Loans Assets without penalty or premium, subject to the last sentence of this Section 3(d)(i), premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan Asset shall be reduced as provided in Section 5(d5(f). If the Sellers intend Seller intends to make such a repurchase, the Sellers Seller shall give one (1) Business Day’s 's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans Assets to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Sellers shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such TransactionAssets.
(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a the Seller or its designee of the Purchased Mortgage Loans Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Sellers Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset on each Payment Date except as otherwise provided herein). The Sellers are Seller is obligated to obtain the Mortgage Asset Files from Buyer or Custodian its designee at the Sellers’ Seller's expense on the Repurchase Date.
(iii) If the Seller repurchases, in whole or in part, Purchased Assets, the Seller shall indemnify the Buyer and hold the Buyer harmless from any losses, costs and/or expenses which the Buyer sustains or incurs arising from the reemployment of funds obtained by the Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"
Appears in 1 contract
Sources: Master Repurchase Agreement (Anthracite Capital Inc)