Common use of Resale Procedure Clause in Contracts

Resale Procedure. Subject to Sections 5.1(a) and 5.1(b), if Seller elects and implements the Resale Procedure with respect to a Purchased Loan, Seller shall pay to Purchaser an amount equal to the positive difference, if any, between (x) the outstanding principal balance of such Purchased Loan as of the date of such resale and (y) the related Resale Price (any such positive difference, a “Resale Differential”). Subject to the following paragraph, Seller shall finalize and/or complete the Resale Procedure, pay any due and owed Resale Differential payments to Purchaser and arrange for payment in full of the Resale Price by the applicable buyer(s) to Purchaser within 120 days of Seller’s receipt of the related Purchaser Claims Notice (“Resale Period”). For the avoidance of doubt, if Seller implements the Resale Procedure, upon payment to Purchaser of the applicable Resale Price plus any due and owed Resale Differential for the related Purchased Loan, the title to such Purchased Loan shall be transferred to the third party purchaser. Furthermore, the obligations of Seller with respect to a Specified Indemnity Claim for which it has elected the Resale Procedure are not satisfied until the applicable Resale Price (together with any due and owed Resale Differential) has been received by Purchaser (or its designee) by wire transfer into the account Purchase shall specify prior to such sale (or such other payment method reasonably acceptable to Purchaser). Notwithstanding the Resale Period, in the event any proposed buyer fails to make the requisite payment of the Resale Price, Seller shall remain obligated to pay the full Resale Price (less any previously paid Resale Differential made in anticipation of a successful Resale Procedure sale) within sixty (60) days of Seller’s receipt of notice from Purchaser (or its designee) of such failed payment.

Resale Procedure. Subject to Sections 5.1(a) and 5.1(bSection 5.3(a)(i)-(ii), if Seller Servicer elects and implements the Resale Procedure with respect to a Purchased Loan, Seller Servicer shall pay to Purchaser an amount equal to the positive difference, if any, between (x) the outstanding principal balance of such Purchased Loan as of the date of such resale and (y) the related Resale Price (any such positive difference, a “Resale Differential”). Subject to the following paragraph, Seller Servicer shall finalize and/or complete the Resale Procedure, pay any due and owed Resale Differential payments to Purchaser and arrange for payment in full of the Resale Price by the applicable buyer(s) to Purchaser within 120 days of SellerServicer’s receipt of the related Purchaser Claims Notice (“Resale Period”). For the avoidance of doubt, if Seller implements the Resale Procedure, upon payment to Purchaser of the applicable Resale Price plus any due and owed Resale Differential for the related Purchased Loan, the title to such Purchased Loan shall be transferred to the third party purchaser. Furthermore, the obligations of Seller Servicer with respect to a Specified Indemnity Claim for which it has elected the Resale Procedure are not satisfied until the applicable Resale Price (together with any due and owed Resale Differential) has been received by the Purchaser (or its designee) by wire transfer into the account Purchase shall specify prior to such sale (or such other payment method reasonably acceptable to Purchaser). Notwithstanding the Resale Period, in the event any proposed buyer fails to make the requisite payment of the Resale Price, Seller Servicer shall remain obligated to pay the full Resale Price (less any previously paid Resale Differential made in anticipation of a successful Resale Procedure sale) within sixty (60) days of SellerServicer’s receipt of notice from Purchaser (or its designee) of such failed payment.