Common use of Termination and Repurchase Clause in Contracts

Termination and Repurchase. (i) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Assets (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price plus any Breakage Costs, as defined below, payable by Seller to Buyer pursuant to paragraph 3(f)(iii) hereof, to an account of Buyer. Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller's expense on the Repurchase Date. (ii) Seller may at any time and from time to time repurchase the Purchased Assets on other than a scheduled Repurchase Date, in whole or in part, upon at least one (1) Business Day's irrevocable notice to Buyer, specifying the new Repurchase Date for such repurchase and the Repurchase Price. Such demand shall be made by Seller by telephone or otherwise, no later than 1:00 p.m. New York time on the Business Day immediately prior to the day on which such termination will be effective. If any such notice is given, the Repurchase Price specified in such notice shall be due and payable on the new Repurchase Date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (iii) If Seller repurchases the Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, Seller shall indemnify Buyer and hold Buyer harmless from any loss or expense which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, but not including loss of profit ("Breakage Costs"). Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. This Section shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder. (iv) The Seller shall repurchase from the Buyer all Purchased Assets outstanding on the Final Repurchase Date. (v) With respect to any Purchased Asset repurchased by the Seller pursuant to this Section 3(f), the Seller shall not resell any such Asset to any Person for a purchase price less than the purchase price applicable to such Assets set forth in the Purchase Facility.

Termination and Repurchase. (i) Seller may at any time and from time to time repurchase the Purchased Mortgage Loans subject to a Transaction, in whole or in part, in connection with a Permitted Securitization or a Whole Loan Sale, upon at least two (2) Business Days’ irrevocable notice to Buyer, specifying the Business Day of such repurchase and amount required to be paid in connection with such repurchase pursuant to Section 5(d). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (ii) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Assets Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price amount required to be paid in connection with such repurchase plus any Breakage Costs, as defined below, Costs payable by Seller to Buyer pursuant to the succeeding paragraph 3(f)(iii) hereof, to an account of Buyer. Seller is obligated to obtain the Asset Mortgage Files from Buyer or its designee at Seller's ’s expense on the Repurchase Date. (ii) Seller may at any time and from time to time repurchase the Purchased Assets on other than a scheduled Repurchase Date, in whole or in part, upon at least one (1) Business Day's irrevocable notice to Buyer, specifying the new Repurchase Date for such repurchase and the Repurchase Price. Such demand shall be made by Seller by telephone or otherwise, no later than 1:00 p.m. New York time on the Business Day immediately prior to the day on which such termination will be effective. If any such notice is given, the Repurchase Price specified in such notice shall be due and payable on the new Repurchase Date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (iii) If Seller repurchases the Purchased Assets Mortgage Loans subject to a Transaction on any day or otherwise transfers funds to Buyer pursuant to its obligations hereunder on any day which is not a Repurchase Date for such Purchased AssetsDate, Seller shall indemnify Buyer and hold Buyer harmless from any loss or expense which Buyer may sustain actually sustains or incur incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable actually paid by Buyer to terminate the deposits from which such funds were obtained, but not including loss of profit ("“Breakage Costs"”). Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as reasonably determined in good faith by Buyer to be adequateBuyer, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. This Section shall survive termination of this Agreement and repurchase of all Purchased Assets Mortgage Loans subject to Transactions hereunder. (iv) The Seller shall repurchase from the Buyer all Purchased Assets outstanding on the Final Repurchase Date. (v) With respect to any Purchased Asset repurchased by the Seller pursuant to this Section 3(f), the Seller shall not resell any such Asset to any Person for a purchase price less than the purchase price applicable to such Assets set forth in the Purchase Facility.

Termination and Repurchase. (i) The applicable Seller may at any time and from time to time repurchase the Purchased Mortgage Loans subject to a Transaction, in whole or in part, in connection with a Permitted Securitization or a Whole Loan Sale, upon irrevocable notice to Buyer by 4:00 p.m. (New York City time) on the Business Day of such repurchase specifying the amount required to be paid in connection with such repurchase pursuant to Section 5(d). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (ii) Unless otherwise consented to by Buyer, which consent shall be given or withheld in its discretion, any Permitted Securitization or Whole Loan Sale must be made with an Approved Investor. (iii) On the Repurchase Date, termination of the Transaction will be effected by transfer to the applicable Seller or its designee of the Purchased Assets Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price amount required to be paid in connection with such repurchase plus any Breakage Costs, as defined below, Costs payable by such Seller to Buyer pursuant to the succeeding paragraph 3(f)(iii) hereof, to an account of Buyer. The applicable Seller is obligated to obtain the Asset Mortgage Files from Buyer or its designee at such Seller's expense on the Repurchase Date. (ii) Seller may at any time and from time to time repurchase the Purchased Assets on other than a scheduled Repurchase Date, in whole or in part, upon at least one (1) Business Day's irrevocable notice to Buyer, specifying the new Repurchase Date for such repurchase and the Repurchase Price. Such demand shall be made by Seller by telephone or otherwise, no later than 1:00 p.m. New York time on the Business Day immediately prior to the day on which such termination will be effective. If any such notice is given, the Repurchase Price specified in such notice shall be due and payable on the new Repurchase Date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (iiiiv) If the applicable Seller repurchases the Purchased Assets Mortgage Loans subject to a Transaction on any day which or otherwise transfers funds to Buyer pursuant to its obligations hereunder on any day that is not a Repurchase Date for Date, such Purchased Assets, Seller shall indemnify Buyer and hold Buyer harmless from any loss or expense which that Buyer may sustain sustains or incur incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable actually paid by Buyer to terminate the deposits from which such funds were obtained, but not including loss of profit ("Breakage Costs"). Buyer shall deliver to the applicable Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as reasonably determined in good faith by Buyer to be adequateBuyer, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon such Seller, absent manifest error. This Section shall survive termination of this Agreement and repurchase of all Purchased Assets Mortgage Loans subject to Transactions hereunder. (iv) The Seller shall repurchase from the Buyer all Purchased Assets outstanding on the Final Repurchase Date. (v) With respect to any Purchased Asset repurchased by the Seller pursuant to this Section 3(f), the Seller shall not resell any such Asset to any Person for a purchase price less than the purchase price applicable to such Assets set forth in the Purchase Facility.

Termination and Repurchase. (i) Seller may at any time and from time to time repurchase the Purchased Mortgage Loans subject to a Transaction, in whole or in part, in connection with a Permitted Securitization or a Whole Loan Sale, upon irrevocable notice to Buyer by 4:00 p.m. (New York City time) on the Business Day of such repurchase specifying the amount required to be paid in connection with such repurchase pursuant to Section 5(d). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (ii) Unless otherwise consented to by Buyer, which consent shall be given or withheld in its discretion, any Permitted Securitization or Whole Loan Sale must be made with an Approved Investor. (iii) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Assets Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price amount required to be paid in connection with such repurchase plus any Breakage Costs, as defined below, Costs payable by Seller to Buyer pursuant to the succeeding paragraph 3(f)(iii) hereof, to an account of Buyer. Seller is obligated to obtain the Asset Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (ii) Seller may at any time and from time to time repurchase the Purchased Assets on other than a scheduled Repurchase Date, in whole or in part, upon at least one (1) Business Day's irrevocable notice to Buyer, specifying the new Repurchase Date for such repurchase and the Repurchase Price. Such demand shall be made by Seller by telephone or otherwise, no later than 1:00 p.m. New York time on the Business Day immediately prior to the day on which such termination will be effective. If any such notice is given, the Repurchase Price specified in such notice shall be due and payable on the new Repurchase Date specified therein, together with any amounts payable pursuant to the succeeding paragraph. (iii) If Seller repurchases the Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, Seller shall indemnify Buyer and hold Buyer harmless from any loss or expense which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained, but not including loss of profit ("Breakage Costs"). Buyer shall deliver to Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon Seller, absent manifest error. This Section shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder. (iv) The Seller shall repurchase from the Buyer all Purchased Assets outstanding on the Final Repurchase Date. (v) With respect to any Purchased Asset repurchased by the Seller pursuant to this Section 3(f), the Seller shall not resell any such Asset to any Person for a purchase price less than the purchase price applicable to such Assets set forth in the Purchase Facility.