INITIATION; CONFIRMATION; TERMINATION; FEES Sample Clauses
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Each Seller may, from time to time during the Revolving Period, request that Buyer enter into a Transaction with respect to one or more Mortgage Loans proposed to be sold to Buyer by such Seller. Such Seller shall initiate each request by submitting the Purchased Loan Information for each Mortgage Loan and, if applicable, a request that the Purchase Price be remitted to the Disbursement Account (a “Transaction Request”) to Repo Agent for Repo Agent’s review and approval. All fundings are subject to Repo Agent’s approval in its sole and absolute discretion. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with either Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with each Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction, to purchase any Mortgage Loan. Buyer and its representatives shall have the right to review all Mortgage Loans in connection with any Transaction and to conduct its own due diligence investigation of such Mortgage Loans, pursuant to Section 20, as Buyer determines is necessary in Buyer’s sole and absolute discretion. Notwithstanding any provision to the contrary herein or any other Transaction Document, Buyer or Repo Agent shall be entitled to make a determination, in its sole and absolute discretion, whether a Mortgage Loan qualifies as an Eligible Loan, and whether to reject any request to purchase such Mortgage Loan. The Aggregate Repurchase Price of Purchased Loans subject to outstanding Transactions shall not at any time exceed the Facility Amount.
(b) If a Seller submits a Transaction Request to Repo Agent before 10:00 a.m. (New York City time) on a Business Day during the Revolving Period, Repo Agent shall within two (2) Business Days (excluding the day of such receipt), either (i) notify such Seller of Buyer’s intent to proceed with the Transaction, subject to the terms and conditions of this Agreement, and of its determination with respect to the Purchase Price and the Asset Value for the related Mortgage Loan (such notice, a “Preliminary Approval”) or (ii) deny, in Repo Agent’s sole and absolute discretion, such Seller’s request for the applicable Transaction. Repo Agent’s failure to respond to such Seller within two (2) Business Days shall be deemed to be a denial of such Seller’s request to enter into the proposed Transaction, unless Repo A...
INITIATION; CONFIRMATION; TERMINATION; FEES. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller payment of an amount equal to all fees and expenses payable hereunder, and all of the following items, each of which shall be satisfactory in form and substance to Buyer and its counsel:
(a) The following documents, delivered to Buyer:
(i) this Agreement, duly completed and executed by each of the parties hereto (including all exhibits hereto);
(ii) a Custodial Agreement, duly executed and delivered by each of the parties thereto;
(iii) a Depository Agreement, duly completed and executed by each of the parties thereto;
(iv) a Guarantee Agreement, duly completed and executed by each of the parties thereto;
(v) an Interim Servicing Agreement, duly completed and executed by each of the parties thereto;
(vi) any and all consents and waivers applicable to Seller or to the Purchased Assets;
(vii) UCC financing statements for filing in each of the UCC filing jurisdictions described on Exhibit X hereto, each naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of Collateral and Purchased Items in this Agreement, together with any other documents necessary or requested by Buyer to perfect the security interests granted by Seller in favor of Buyer under this Agreement or any other Transaction Document;
(viii) any documents relating to any Hedging Transactions;
(ix) an Intercreditor Agreement, duly completed and executed by each of the parties thereto;
(x) opinions of outside counsel to Seller reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, bankruptcy law matters, applicability of the Investment Company Act of 1940 and security interests);
(xi) good standing certificates and certified copies of the certificate of formation and limited liability company agreement (or equivalent documents) of Seller and Guarantor and of all corporate or other authority for Seller and Guarantor with respect to the execution, delivery and performance of the Transaction Documents and each other document to be delivered by Seller and Guarantor from time to time in connection herewith (and Buyer may conclusively rely on such certificate until it receives notice in writing from Seller to the contrary);
(xii) wi...
INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3:
(a) On or after the Initial Commitment Commencement Date and prior to the Commitment Expiration Date and subject to the terms and conditions set forth in the Agreement (including, without limitation, the "Transaction Conditions Precedent" specified in Section 3(b) of this Annex I), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that the aggregate Repurchase Price (excluding the Price Differential with respect to the Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount. Seller shall give Buyer written notice of each proposed Transaction and Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII attached hereto. Buyer shall have the right to review all proposed assets to be sold to Buyer in any Transaction and to conduct its own due diligence investigation of such assets as Buyer determines. Upon receipt of all Diligence Materials, Buyer shall advise Seller whether it will purchase the assets proposed to be sold to Buyer by Seller within five (5)
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Conditions Precedent to Initial Transaction. Administrative Agent’s and Buyers’ agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction (unless otherwise stated below), of the condition precedent that Administrative Agent, on behalf of ▇▇▇▇▇▇, has received from Seller all of the following documents, each of which shall be satisfactory in form and substance to Administrative Agent and its counsel:
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Seller may prior to the Facility Termination Date, from time to time request that Administrative Agent, on behalf of ▇▇▇▇▇▇, enter into a Transaction with respect to one or more New Assets by submitting a Preliminary Due Diligence Package for Administrative Agent, on behalf of Buyers’ review and approval, which approval shall be in the sole discretion of Administrative Agent. Notwithstanding anything to the contrary herein, Administrative Agent, on behalf of Buyers, shall have no obligation to consider for purchase any New Asset if, immediately after the purchase of such New Asset, the Aggregate Repurchase Price would exceed the Facility Amount. Administrative Agent, ▇▇▇▇▇▇ and their respective representatives shall have the right to review all New Assets proposed to be sold to Administrative Agent, on behalf of Buyers, in any Transaction and to conduct its own due diligence investigation of such New Assets as Administrative Agent and Buyers determine is necessary in Administrative Agent’s sole
INITIATION; CONFIRMATION; TERMINATION; FEES. RENEWAL OF AVAILABILITY PERIOD
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) (i) Subject to the terms and conditions set forth in this Agreement, an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (A) the aggregate outstanding Purchase Price at any time for all Transactions shall not exceed the Facility Amount, (B) Buyer shall not have any obligation to enter into new Transactions with Seller after the occurrence and during the continuance of a Default or an Event of Default or after the Facility Availability Period and (C) this Agreement is not a commitment to enter into Transactions but rather sets forth the 4878-0667-3646v.26 28 procedures to be used in connection with periodic requests to enter into Transactions and Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Prior to the Purchase Date with respect to each Purchase Asset, Seller shall have delivered to Administrative Agent, on behalf of Buyer, the Diligence Materials with respect to such Purchased Asset to be purchased by Administrative Agent, on behalf of Buyer, in accordance with the terms hereof.
(b) [reserved]
(c) On or prior to the Purchase Date with respect to each Purchase Asset, Seller shall have delivered the documents set forth below in this Section 3(c) with respect to such Purchased Asset and related Mortgaged Property or Mortgaged Properties (to the extent not already delivered in the Diligence Materials) as a condition to the execution and delivery by Administrative Agent, on behalf of Buyer, of the Confirmation with respect to such Purchased Asset (other than any Delayed Purchased Asset), all in a manner and/or form satisfactory to Administrative Agent in its sole discretion and pursuant to documentation satisfactory to Administrative Agent in its sole discretion:
INITIATION; CONFIRMATION; TERMINATION; FEES. The provisions of Paragraph 3 of the Master Repurchase Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 3:
(a) On the Purchase Date, the Purchased Securities shall be transferred by Seller to the Collateral Agent, as agent for Buyer and as collateral agent for the New Note Trustees.
(b) Concurrently with their execution and delivery of the Master Repurchase Agreement, Seller and Buyer are executing and delivering (with a copy to the Collateral Agent) a confirmation with respect to the Transaction (the "Confirmation"). A true and complete copy of the Confirmation is attached hereto as Exhibit I. The Confirmation, together with the Master Repurchase Agreement and this Annex I, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction.
(c) The Pricing Rate for the first Pricing Rate Period shall be the "Initial Pricing Rate" specified in the Confirmation. The Pricing Rate for each succeeding Pricing Rate Period shall be reset on the Reset Date occurring on the last day of the immediately preceding Pricing Rate Period. Buyer or its agent shall determine the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and shall notify Seller of such rate for such period on the applicable Reset Date.
INITIATION; CONFIRMATION; TERMINATION; FEES. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided, however, that (i) the aggregate Repurchase Price (excluding accrued Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyers shall not have any obligation to enter into Transactions with the Seller after the end of the Availability