Common use of Initiation of Transactions Clause in Contracts

Initiation of Transactions. a. From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of Buyers) may purchase from Seller certain Eligible Assets that have been purchased or originated by Seller and offered under the Program Agreements for such purpose to Buyers. All Purchased Assets shall be serviced by Servicer subject to the Administrative Agent’s rights herein or in the Servicing Agreement. The aggregate Purchase Price of Purchased Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall give Administrative Agent and Custodian at least five (5) Business Days’ prior notice of any proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall (i) request that Administrative Agent enter into a Transaction by furnishing to Administrative Agent a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission and (ii) deliver to Administrative Agent and Custodian a proposed Purchased Asset Schedule. In the event the Purchased Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat the Eligible Assets or properly align the computer fields. c. Following receipt of a Transaction Request and Confirmation and a Complete Submission, Administrative Agent shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers by Seller hereunder. Administrative Agent on behalf of Buyers shall have the right to review all Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers and conduct its own due diligence investigation of such Eligible Assets as Administrative Agent determines necessary. Upon completion of its review, Administrative Agent shall in its sole discretion determine whether to purchase any or all of such Eligible Assets and consistent with this Agreement, confirm the terms for each such proposed Transaction, including the Purchase Price, Purchase Price Percentage, the Market Value, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by the Seller, and countersigned by Administrative Agent, to be returned to Seller on or prior to the Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, or to the extent Administrative Agent chooses not to enter into a Transaction pursuant to Section 3(e) below, the Administrative Agent shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to the Seller. d. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Purchased Assets and related Repurchase Assets (other than Seller’s right to repurchase in accordance with Section 4 hereof) shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Purchased Asset shall be retained by Seller in trust, for the benefit of Administrative Agent, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased Assets. e. This Agreement is not a commitment by Administrative Agent to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.

Initiation of Transactions. a. From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of Buyers) may will facilitate the purchase by Buyers from Seller certain Eligible Assets Mortgage Loans that have been purchased originated or originated acquired by Seller and offered from an Underlying Repurchase Counterparty pursuant to an Underlying Repurchase Transaction. This Agreement is a commitment by Administrative Agent on behalf of the Committed Buyers to enter into Transactions with Seller up to an aggregate amount equal to the Maximum Committed Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Committed Purchase Price, Administrative Agent on behalf of the Buyers is under the Program Agreements for such purpose no obligation to Buyersagree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Assets Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Servicer subject to the Administrative Agent’s rights herein or in the Servicing Agreementa Servicer. The aggregate Purchase Price of Purchased Assets Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall give Administrative Agent and Custodian at least five (5) Business Days’ prior notice of any proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall (i) request that Administrative Agent enter into a Transaction by furnishing delivering (i) to Administrative Agent Agent, a Transaction Request on or before 3:00 p.m. (New York City time) on the Purchase Date for Transactions involving Wet-Ink Mortgage Loans and Confirmation one (with respect 1) Business Day prior to each Eligible Asset) accompanied by a Complete Submission the proposed Purchase Date for Transactions involving all Mortgage Loans other than Wet-Ink Mortgage Loans, and (ii) deliver to Administrative Agent and Custodian a proposed Purchased Asset Request for Certification and related Mortgage Loan Schedule, in accordance with the applicable Custodial Agreement. In the event the Purchased Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat the Eligible Assets or properly align the computer fieldsfields itself and resubmit the Mortgage Loan Schedule as required herein. c. Following receipt of a Transaction Request and Confirmation and a Complete Submission, Administrative Agent shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers by Seller hereunder. Administrative Agent on behalf of Buyers shall have the right to review all Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers and conduct its own due diligence investigation of such Eligible Assets as Administrative Agent determines necessary. Upon completion of its review, Administrative Agent shall in its sole discretion determine whether to purchase any or all of such Eligible Assets and consistent with this Agreement, confirm the terms for each such proposed Transaction, including the Purchase Price, Purchase Price Percentage, the Market Value, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by the Seller, and countersigned by Administrative Agent, to be returned to Seller on or prior to the Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, or to the extent Administrative Agent chooses not to enter into a Transaction pursuant to Section 3(e) below, the Administrative Agent shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to the Seller. d. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Purchased Assets and related Repurchase Assets (other than Seller’s right to repurchase in accordance with Section 4 hereof) shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Purchased Asset shall be retained by Seller in trust, for the benefit of Administrative Agent, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased Assets. e. This Agreement is not a commitment by Administrative Agent to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.

Initiation of Transactions. a. From time to time, in the sole discretion of BuyersBuyer, Administrative Agent (for the benefit of Buyers) Buyer may purchase from Seller all right, title and interest in and to certain Eligible Assets Mortgage Loans (including, without limitation, the Servicing Rights) that have been purchased or either originated by Seller and offered or purchased by Seller from other originators. The Mortgage Loans shall be sold on a servicing-released basis. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under the Program Agreements for such purpose no obligation to Buyersagree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Assets Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Servicer subject to the Administrative Agent’s rights herein or in the Servicing AgreementServicer. The aggregate Purchase Price of Purchased Assets Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall give Administrative Agent and Custodian at least five (5) Business Days’ prior provide notice of any a proposed Purchase Date (sale and comply with the date on which procedures set forth in the Manual. Following receipt of such notice is givenrequest, the “Notice Date”). On the Notice Date, Seller shall (i) request that Administrative Agent Buyer may enter into a such requested Transaction by furnishing or may notify Seller of its intention not to Administrative Agent a enter into such Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission and (ii) deliver to Administrative Agent and Custodian a proposed Purchased Asset Schedulefor any reason. In the event the Purchased Asset Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent Buyer shall provide written or electronic notice to Seller describing such error and Seller shall may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Eligible Assets Mortgage Loans or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Mortgage Loan Schedule as required herein. In the event that the Seller gives Buyer authority to correct the computer data, reformat the Mortgage Loan Schedule or properly align the computer fields. c. Following receipt of a Transaction Request and Confirmation and a Complete Submission, Administrative Agent shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers by Seller hereunder. Administrative Agent on behalf of Buyers shall have the right to review all Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers and conduct its own due diligence investigation of such Eligible Assets as Administrative Agent determines necessary. Upon completion of its review, Administrative Agent shall in its sole discretion determine whether to purchase any or all of such Eligible Assets and consistent with this Agreement, confirm the terms for each such proposed Transaction, including the Purchase Price, Purchase Price Percentage, the Market Value, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof Seller shall be pay an amount set forth in the Transaction Request and Confirmation signed by the Seller, and countersigned by Administrative Agent, to be returned to Seller on or prior fee schedule attached to the Purchase DateManual and any other direct expenses incurred by Buyer; provided, that upon 30 days’ notice to the Sellers, Buyer may change such computer correction fee. To The Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. In the extent event that Seller requires the return of any term Collateral Documents, upon its execution of a release pursuant to the terms of the Custodial Agreement, the Buyer may authorize the Custodian to deliver any Collateral Documents to the Seller for correction. The Seller shall be fully liable for any failure or delay in the Transaction Request and Confirmation is incomplete, inconsistent with, return or otherwise adds terms handling of any documents delivered to the agreement, or to Seller in accordance with the extent Administrative Agent chooses not to enter into a Transaction pursuant to Section 3(e) below, the Administrative Agent shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to the Sellerterms of such release. d. c. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 9 hereof, all of Seller’s right, title and interest in the Purchased Assets and related Repurchase Assets (other than Seller’s right to repurchase in accordance with Section 4 hereof) shall pass to Administrative Agent on behalf of Buyers Buyer on the Purchase Date, against the transfer of the Purchase Price to Seller. The Purchased Assets shall be sold by the Seller to the Buyer on a servicing-released basis. In the event that Seller requests that the Buyer remit by wire transfer an amount in excess of the Purchase Price in connection with the purchase of any Mortgage Loans, such excess amount shall be remitted from the Seller’s Clearing Account to the Buyer, provided that such remittance does not leave the Seller’s Clearing Account with less than the Seller’s Clearing Account Threshold. Upon transfer of the Purchased Assets Mortgage Loans to Administrative Agent on behalf of Buyers Buyer as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 15 of this Agreement, ownership of each Purchased AssetMortgage Loan, including each document in the related Asset Mortgage File and Records, is vested in the Buyers identified under the Administration AgreementBuyer; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, Agreement record title in the name of Seller to each Purchased Asset Mortgage shall be retained by Seller in trust, for the benefit of Administrative AgentBuyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased AssetsMortgage Loans. e. This Agreement is not a commitment d. With respect to each Wet-Ink Mortgage Loan, by Administrative no later than 12:00 noon, (New York City time) on the Wet-Ink Mortgage Loan Document Receipt Date following the applicable Purchase Date, Seller shall cause the related Settlement Agent to enter into Transactions with Seller but rather sets forth deliver to the procedures to be used Custodian the remaining documents in connection with periodic requests for Administrative Agent to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreementthe Mortgage File.

Initiation of Transactions. a. From time to timetime during the Funding Period, in the sole discretion of BuyersBuyer, Administrative Agent (for the benefit of Buyers) Buyer may purchase from Seller all right, title and interest in and to certain Eligible Assets that have been purchased or originated by Seller Mortgage Loans and offered under the Program Agreements for such purpose to Buyers. All related Purchased Assets (including the related Servicing Rights). The Mortgage Loans shall be serviced by Servicer subject to the Administrative Agent’s rights herein or in the Servicing Agreementsold on a servicing-released basis. The aggregate Purchase Price of Purchased Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall give Administrative Agent and Custodian at least five (5) Business Days’ prior notice of any proposed Purchase Date (the date on which such notice is given, the “Notice Date”). On the Notice Date, Seller shall (i) request that Administrative Agent enter into a Transaction by furnishing to Administrative Agent a Transaction Request and Confirmation (with respect to each Eligible Asset) accompanied by a Complete Submission and (ii) deliver to Administrative Agent and Custodian a proposed Purchased Asset Schedule. In the event the Purchased Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat the Eligible Assets or properly align the computer fields. c. Following receipt of a Transaction Request and Confirmation and a Complete Submission, Administrative Agent shall, as hereinafter provided, inform Seller of its election to purchase any Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers by Seller hereunder. Administrative Agent on behalf of Buyers shall have the right to review all Eligible Assets proposed to be sold to Administrative Agent on behalf of Buyers and conduct its own due diligence investigation of such Eligible Assets as Administrative Agent determines necessary. Upon completion of its review, Administrative Agent shall in its sole discretion determine whether to purchase any or all of such Eligible Assets and consistent with this Agreement, confirm the terms for each such proposed Transaction, including the Purchase Price, Purchase Price Percentage, the Market Value, the Asset Value, the Pricing Rate, and the Repurchase Date for such Transaction. The terms thereof shall be set forth in the Transaction Request and Confirmation signed by the Seller, and countersigned by Administrative Agent, to be returned to Seller on or prior to the Purchase Date. To the extent any term in the Transaction Request and Confirmation is incomplete, inconsistent with, or otherwise adds terms to the agreement, or to the extent Administrative Agent chooses not to enter into a Transaction pursuant to Section 3(e) below, the Administrative Agent shall have no obligation to execute and/or deliver the Transaction Request and Confirmation to the Seller. d. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Purchased Assets and related Repurchase Assets (other than Seller’s right to repurchase in accordance with Section 4 hereof) shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement; provided that, prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Purchased Asset shall be retained by Seller in trust, for the benefit of Administrative Agent, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased Assets. e. This Agreement is not a commitment by Administrative Agent Bxxxx to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent (i) Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement and (ii) with respect to any Purchased Mortgage Loan for which less than the full principal amount has been funded by Seller as of the Purchase Date therefor, Buyer’s agreement to enter into a Transaction with respect to such Purchased Mortgage Loan on such Purchase Date shall in no way obligate Buyer to make any additional advance with respect thereto unless Bxxxx agrees, in its sole and absolute discretion, to make such additional advance in accordance with this Agreement. All Purchased Mortgage Loans shall meet or exceed the Underwriting Guidelines, and shall be serviced by Servicer on behalf of Buyer. No Transaction shall be entered into if (i) any Margin Deficit or Event of Default exists or would exist as a result of such Transaction; (ii) the Repurchase Date for the Purchased Assets subject to such Transaction would be later than the Termination Date; or (iii) after giving effect to such Transaction, the Aggregate Purchase Price then outstanding would exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall provide notice of a proposed sale and comply with the procedures set forth in this Agreement. Following receipt of such request, Bxxxx may enter into such requested Transaction or may notify Seller of its intention not to enter into such Transaction for any reason. Seller may request a Transaction hereunder on any Business Day during the Funding Period by delivering to Buyer a Transaction Request, which Transaction Request must be received by Buyer prior to 10:00 a.m. (New York City time) at least two (2) Business Days prior to the requested Purchase Date. Upon receipt of a Transaction Request, Buyer may, upon satisfaction of all applicable conditions precedent set forth in Section 9 hereof and provided no Default or Event of Default shall have occurred and be continuing, enter into such Transaction with Seller on the requested Purchase Date. c. In the event that Seller requires the return of any Collateral Documents, upon its execution of a release pursuant to the terms of the applicable Custodial Agreement, Buyer shall promptly authorize the related Custodian to deliver any Collateral Documents to Seller for correction pursuant to the terms of such Custodial Agreement. Seller shall be fully liable for any failure or delay in the return or handling of any documents delivered to Seller in accordance with the terms of such release. d. Upon the satisfaction of the applicable conditions precedent set forth in Section 9 hereof, all of Seller’s right, title and interest in the Purchased Assets shall pass to Buyer on the Purchase Date, upon the transfer of the Purchase Price to Seller. The Purchased Assets shall be sold by Seller to Buyer on a servicing-released basis. Upon such transfer, Sxxxxx hereby authorizes Bxxxx to execute and record (or to cause Seller to record) any and all instruments of assignment (including any Assignment of Mortgage) and other comparable instruments with respect to such assignment to record title to any Purchased Mortgage Loan in the name of Buyer. Additionally, notwithstanding anything herein to the contrary, upon transfer of the Purchased Mortgage Loans to Buyer as provided for in this Section 3 and until termination of any related Transactions as set forth in Section 4 or 15 of this Agreement, ownership of each Purchased Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyer; provided, that prior to the recordation set forth in this Section 3 or in the applicable Custodial Agreement, record title in the name of Seller to each Mortgage shall be retained by Seller in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Purchased Mortgage Loans. Any cost, fee or expense associated with the recordation of any instrument pursuant to this Section 3 shall be an expense of Seller. e. In connection with the release of any Refurbishment Loan Amount, Buyer may, in its sole discretion, agree to increase the Purchase Price with respect to the related Purchased Mortgage Loan upon receipt of the related evidence required under Section 9(c) and satisfaction of the applicable conditions precedent in Section 9(b).