Initiation; Request/Confirmation; Termination; Transactions Optional Clause Samples
This clause defines the procedures for starting, confirming, and ending transactions between parties, while also clarifying that entering into transactions is not mandatory. In practice, it outlines how one party may request a transaction, how the other party confirms or declines, and the steps required to terminate an ongoing transaction if needed. By establishing these processes and emphasizing the optional nature of transactions, the clause ensures both parties retain flexibility and control, reducing the risk of unwanted obligations and misunderstandings.
Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date.
(b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller.
(c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller.
(d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller.
(e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail.
(f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or othe...
Initiation; Request/Confirmation; Termination; Transactions Optional. Section 3(h) of the Agreement is hereby deleted in its entirety and is replaced by the following:
Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Paragraph 3 of the Agreement is hereby amended by adding the following after Subparagraph (3)(h):
(i) Notwithstanding anything to the contrary contained herein, the purchase of any Wet Mortgage Loan shall be made in accordance with provisions set forth in Exhibit H attached hereto.
(b) The Agreement is hereby amended by adding new Exhibit H attached hereto as Schedule II.
Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of Borrower. In the event that Borrower desires to enter into a Transaction hereunder, Borrower