Common use of Takeout Commitments Clause in Contracts

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank in accordance with the terms of the Custodial and Disbursement Agreement no later than 4:00 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day; provided, that both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBS.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, the applicable Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank Agent at the account designated in accordance with the terms of the Custodial and Disbursement Agreement Section 3.01 hereof no later than 4:00 p.m. (p.m., New York City time) , on a Business Day all Takeout Proceeds in an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with Loan. Simultaneously, the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, applicable Seller shall deliver to Purchaser the Agent via facsimile or electronic mail a payoff file in mutually agreeable form purchase advice (the “Payoff FilePurchase Advice”) and shall indicate on such Payoff File Purchase Advice the Mortgage Purchase Loan identification numbers which number that identified the applicable eligible Eligible Mortgage Loans Loan when it was purchased by Purchaser the Buyers hereunder. The Takeout Proceeds shall be applied to reduce the Repurchase Price of the Purchased Loans identified in the Purchase Advice. Upon receipt by Purchaser the Agent of payment in full of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser the Agent shall release and remit to the Seller the amount of any amount Takeout Proceeds in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day“Remittance Amount”); provided, that that, both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Repurchase Agreement or any other Program Repurchase Document and (ii) there is no Margin DeficitDeficiency. Simultaneously upon To the transfer extent that a Margin Deficiency exists or would be created by the release of the Takeout MBS Remittance Amount or an Event of Default has occurred and is continuing, the Agent shall be entitled to retain, for the benefit of the Buyers, the Remittance Amount, and the Sellers thereupon shall have no further rights, title, or interest in and to such Remittance Amount. In the event that the Purchase Advice indicates that some of the proceeds forwarded to the PurchaserAgent do not belong to the Buyers or the Sellers (such amount, the “Excess Proceeds”), then (i) the Seller Sellers shall be construed to have transferred provide the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Agent with a Takeout MBS; Proceeds Identification Letter, and (ii) upon confirmation by the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) Agent that the Purchaser shall be construed to have transferred information set forth in the Purchase Price for Advice matches the related Takeout MBS to information that the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price Agent has in its possession with respect to the Purchased Loan(s), the Agent shall promptly remit by wire transfer the Excess Proceeds in accordance with the Sellers’ instructions. If funds are received before 4:00 p.m., New York City time on a Business Day, but either (A) no Purchase Advice is received or (B) such funds are not properly identified on the related Purchase Advice (a “Purchase Advice Deficiency”), then such funds shall be retained by the Agent, for the benefit of the Buyers, and the Transactions made in respect of the related Purchased Loans shall continue to accrue Price Differential under this Repurchase Agreement, until such Purchase Advice Deficiency is remedied, and the Purchased Loan subject to such Purchase Advice shall not be released until such Purchase Advice Deficiency is remedied. In no event shall such Purchase Advice be back-dated to the date of its issuance. Neither the Agent nor any Buyer shall be liable to the Sellers or any other Person to the extent that the Agent or such Buyer follows instructions given to it by the Sellers in a Takeout MBSProceeds Identification Letter.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank in accordance with the terms of the Custodial and Disbursement Agreement no later than 4:00 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day; provided, that both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. With respect to Takeout MBS, Seller shall inform Purchaser immediately when any Securities backed by Purchased Mortgage Loans become Takeout MBS and shall provide the related CUSIP number(s) on the related issuance date. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBS.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller The Sellers shall instruct the related each Takeout Investor to remit all Takeout Proceeds directly to Purchaser or the Bank Buyer at the account designated in accordance with the terms of the Custodial and Disbursement Agreement Section 3.01 hereof no later than 4:00 p.m. (3:00 p.m., New York City time) , on a Business Day an amount equal to Day. No later than 3:00 p.m., New York City time, on the Repurchase Price for such Purchased Mortgage Loan in accordance with applicable Settlement Date, the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver a purchase advice (“Purchase Advice”) to Purchaser the Buyer via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File Purchase Advice the Mortgage Loan mortgage loan identification numbers number which identified each applicable Purchased Loan on the related Purchase Date hereunder. The Takeout Proceeds shall be applied by the Buyer against the aggregate Repurchase Price for the applicable eligible Mortgage Purchased Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of and, on the Repurchase Price in respect of such Purchased Mortgage Loanrelated Settlement Date, Purchaser the Buyer shall release and remit to the Seller any the amount of Takeout Proceeds in excess of the such aggregate Repurchase Price (other than the related Price Differential) on the next succeeding Business Day“Remittance Amount”); provided, that both immediately before and after giving effect to such release and remittance, on the Settlement Date (i) there is no Default or Event of Default under this Repurchase Agreement or any other Program Document and Repurchase Document, (ii) there is no Margin Deficit. Simultaneously upon Deficiency and (iii) the transfer release to such Seller of the Takeout MBS Remittance Amount will not cause a Margin Deficiency. If a Margin Deficiency exists or would be created by the release of the Remittance Amount or if a Default or Event of Default has occurred or is continuing, the Buyer shall be entitled to retain the Remittance Amount and the Sellers shall thereupon have no further right, title, or interest in, to or under the Remittance Amount. In the event that any Purchase Advice indicates that some of the proceeds forwarded to the PurchaserBuyer do not belong to the Buyer hereunder (such amount, the “Excess Proceeds”), then (i) the Seller shall be construed to have transferred provide the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Buyer with a Takeout MBS; Proceeds Identification Letter, and (ii) upon confirmation by the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) Buyer that the Purchaser shall be construed to have transferred information set forth in the Purchase Price for Advice matches the related Takeout MBS to information that the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price Buyer has in its possession with respect to the related Purchased Loans, the Buyer shall promptly remit such Excess Proceeds by wire transfer in accordance with the Seller’s instructions. If funds are received by the Buyer before 3:00 p.m., New York City time on a Business Day, but either (A) no Purchase Advice is received by the Buyer or (B) such funds are not properly identified on the related Purchase Advice (a “Purchase Advice Deficiency”), then such funds shall be retained by the Buyer in a non-interest bearing account until such Purchase Advice Deficiency is remedied, and no Purchased Loan subject to such Purchase Advice shall be released until such Purchase Advice Deficiency is remedied. In no event shall any Purchase Advice be back-dated to the date of its issuance. The Buyer shall not be liable to the Seller or any other Person to the extent that the Buyer follows the instructions given to it by the Seller in a Takeout MBSProceeds Identification Letter.

Takeout Commitments. With respect Section 3 of the Existing Purchase and Sale Agreement is hereby amended by deleting such section in its entirety and replacing it with the following (modified text underlined for review purposes): Seller hereby assigns to Purchaser, free of any security interest, lien, claim or encumbrance of any kind, Seller’s rights under each Purchased Mortgage Loan subject Takeout Commitment to a Takeout Commitment, Seller shall instruct deliver the Security specified therein to the related Takeout Investor and to remit directly receive the purchase price therefor from such Takeout Investor. Subject to Purchaser’s rights hereunder, Purchaser or agrees that it will satisfy the Bank obligation under the Takeout Commitment to deliver the Security to the Takeout Investor on the Settlement Date specified therein. Seller understands that, as a result of this Section 3 and each Trade Assignment, Purchaser will succeed to the rights and obligations of Seller with respect to each Takeout Commitment subject to a Trade Assignment, and that in accordance with satisfying each such Takeout Commitment, Purchaser, will stand in the terms shoes of Seller and, consequently, will be acting as a non-dealer in exercising its rights and fulfilling its obligations assigned pursuant to this Section 3 and each Trade Assignment. Seller hereby acknowledges that, in order for Purchaser to satisfy the “good delivery standards” of the Custodial Securities Industry and Disbursement Agreement Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Purchaser must deliver each Trade Assignment to the related Takeout Investor no later than 4:00 seventy-two (72) hours prior to settlement of the related Security. Seller hereby acknowledges and agrees to deliver each Trade Assignment to Purchaser no later than 1:00 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price DifferentialEastern Time) on the next succeeding Business Day; provided, that both immediately before and after giving effect to date on which such release and remittance, seventy-two (i72) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBShour period commences.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank in accordance with the terms of the Custodial and Disbursement Agreement or the Fannie Mae Agreement, as applicable, no later xxxxx than 4:00 4:30 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day; provided, that both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. With respect to Takeout MBS, Seller shall inform Purchaser immediately when any Securities backed by Purchased Mortgage Loans become Takeout MBS and shall provide the related CUSIP number(s) on the related issuance date. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Initial Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBS.MBS.55

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller The Sellers shall instruct the related each Takeout Investor to remit all Takeout Proceeds directly to Purchaser or the Bank Agent at the account designated in accordance with the terms of the Custodial and Disbursement Agreement Section 3.01 hereof no later than 4:00 p.m. (3:00 p.m., New York City time) , on a Business Day an amount equal to Day. No later than 3:00 p.m., New York City time, on any Settlement Date, the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, applicable Seller shall deliver a purchase advice ("Purchase Advice") to Purchaser the Agent via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File Purchase Advice the Mortgage Loan mortgage loan identification numbers number which identified each applicable Purchased Loan on the related Purchase Date hereunder. The Takeout Proceeds shall be applied by the Agent against the aggregate Repurchase Price for the applicable eligible Mortgage Purchased Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of and, on the Repurchase Price in respect of such Purchased Mortgage Loanrelated Settlement Date, Purchaser the Agent shall release and remit to the Seller any the amount of Takeout Proceeds in excess of the such aggregate Repurchase Price (other than the related Price Differential) on the next succeeding Business Day"Remittance Amount"); provided, that both immediately before and after giving effect to such release and remittance, on the Settlement Date (i) there is no Default or Event of Default under this Repurchase Agreement or any other Program Document and Repurchase Document, (ii) there is no Margin Deficit. Simultaneously upon Deficiency and (iii) the transfer release to such Seller of the Takeout MBS Remittance Amount will not cause a Margin Deficiency. If a Margin Deficiency exists or would be created by the release of the Remittance Amount or if a Default or Event of Default has occurred or is continuing, the Agent shall be entitled to retain the Remittance Amount for application against amounts owing by the Sellers hereunder and the Sellers shall thereupon have no further right, title, or interest in, to or under the Remittance Amount. In the event that any Purchase Advice indicates that some of the proceeds forwarded to the PurchaserAgent do not belong to the Buyers hereunder (such amount, the "Excess Proceeds"), then (i) the Seller shall be construed to have transferred provide the Repurchase Price to Agent with a takeout proceeds identification letter in the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; form of Exhibit J hereto, and (ii) upon confirmation by the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) Agent that the Purchaser shall be construed to have transferred information set forth in the Purchase Price for Advice matches the related Takeout MBS to information that the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price Agent has in its possession with respect to the Takeout MBSrelated Purchased Loans, the Agent shall promptly remit such Excess Proceeds by wire transfer the in accordance with the Seller's instructions. If funds are received by the Agent before 3:00 p.m., New York City time on a Business Day, but either (A) no Purchase Advice is received by the Agent or (B) such funds are not properly identified on the related Purchase Advice (a "Purchase Advice Deficiency"), then such funds shall be retained by the Agent in a non-interest bearing account, and Price Differential shall continue to accrue in respect of the related Transactions, until such Purchase Advice Deficiency is remedied, and no Purchased Loan subject to such Purchase Advice shall be released until such Purchase Advice Deficiency is remedied. In no event shall any Purchase Advice be back-dated to the date of its issuance.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank in accordance with the terms of the Custodial and Disbursement Agreement no later than 4:00 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day; provided, that both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Initial Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBS.

Takeout Commitments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, Seller shall instruct the related Takeout Investor to remit directly to Purchaser or the Bank in accordance with the terms of the Custodial and Disbursement Agreement or the Xxxxxx Xxx Agreement, as applicable, no later than 4:00 4:30 p.m. (New York City time) on a Business Day an amount equal to the Repurchase Price for such Purchased Mortgage Loan in accordance with the Purchaser’s Wire Instructions. Simultaneously with or prior to such payment, Seller shall deliver to Purchaser via facsimile or electronic mail a payoff file in mutually agreeable form (the “Payoff File”) and shall indicate on such Payoff File the Mortgage Loan identification numbers which identified the applicable eligible Mortgage Loans when it was purchased by Purchaser hereunder. Upon receipt by Purchaser of payment of the Repurchase Price in respect of such Purchased Mortgage Loan, Purchaser shall release and remit to Seller any amount in excess of the Repurchase Price (other than the related Price Differential) on the next succeeding Business Day; provided, that both immediately before and after giving effect to such release and remittance, (i) there is no Default or Event of Default under this Agreement or any other Program Document and (ii) there is no Margin Deficit. With respect to Takeout MBS, Seller shall inform Purchaser immediately when any Securities backed by Purchased Mortgage Loans become Takeout MBS and shall provide the related CUSIP number(s) on the related issuance date. Simultaneously upon the transfer of the Takeout MBS to the Purchaser, (i) the Seller shall be construed to have transferred the Repurchase Price to the Purchaser for the related pooled Purchased Mortgage Loans backing such Takeout MBS; (ii) the Seller and Purchaser shall have entered into a new Transaction with respect such Takeout MBS; and (iii) the Purchaser shall be construed to have transferred the Purchase Price for the related Takeout MBS to the Seller. The Takeout MBS will be delivered to the securities account of the securities intermediary, at which time they will be subject to this Agreement. The Seller shall arrange for the sale of the Takeout MBS to a Takeout Investor, the proceeds of such sale to be credited to the account of the paying agent to satisfy the Repurchase Price with respect to the Takeout MBS.