Common use of Program; Initiation of Transactions Clause in Contracts

Program; Initiation of Transactions. a. From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of Buyers) may facilitate the purchase by Buyers from Seller certain Mortgage Loans that have been originated by Seller. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller 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 Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. Seller shall request that Administrative Agent enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian a Mortgage Loan Schedule, in accordance with the Custodial Agreement. In the event the 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 or properly align the computer fields itself and resubmit the Mortgage Loan Schedule as required herein.

Program; Initiation of Transactions. a. On the initial Purchase Date following the date of this Agreement, Administrative Agent for the benefit of Buyers will purchase the REO Subsidiary Interests. From time to time, in the sole discretion of BuyersAdministrative Agent, Administrative Agent (for the benefit on behalf of Buyers) may facilitate the purchase by Buyers from Seller certain Mortgage Loans that have been originated by Seller. This Agreement is not a commitment by Administrative Agent (on behalf of Buyers Buyers) to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent (on behalf of Buyers Buyers) to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent (on behalf of Buyers Buyers) is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet comply with the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. Seller shall request that Administrative Agent (on behalf of Buyers) enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 4:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian a Mortgage Loan an Asset Schedule, in accordance with the Custodial Agreement. In the event the Mortgage Loan 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 or properly align the computer fields itself and resubmit the Mortgage Loan Asset Schedule as required herein. c. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets 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 Buyers, and record title in the name of Seller to each Mortgage shall be retained by Seller in trust, on behalf of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Assets shall be held by Administrative Agent for the benefit of Buyers. d. With respect to each Wet-Ink Mortgage Loan, by no later than the Wet-Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the Custodian the documents in the Asset File, as more particularly set forth in the Custodial Agreement. e. With respect to a Simultaneously Funded GNMA EBO for which Seller has submitted a Transaction Request, provided that the GNMA Haircut Amount has been remitted to the Administrative Agent, Administrative Agent shall remit the purchase price due to GNMA for such Simultaneously Funded GNMA EBO to Servicer. Seller shall cause Servicer to repurchase such Simultaneously Funded GNMA EBO from GNMA no later than the Business Day following the date of remittance of proceeds by Buyer to Servicer. In the event that Servicer fails to repurchase such Simultaneously Funded GNMA EBO, Seller shall cause Servicer to remit the Purchase Price for such Simultaneously Funded GNMA EBO to the account designated in the Administrative Agent’s Wiring Instructions within three (3) Business Days following the related Purchase Date. Notwithstanding the foregoing, when a Simultaneously Funded GNMA EBO is repurchased, the Purchase Date hereunder shall be deemed the date of remittance of proceeds by Administrative Agent to Servicer.

Program; Initiation of Transactions. a. From time to time, in the sole discretion of BuyersBuyer, Administrative Agent (for the benefit of Buyers) Buyer may facilitate the purchase by Buyers from Seller certain Mortgage Loans that have been either originated by SellerSeller or purchased by Seller from other originators. This Agreement is not a commitment by Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent on behalf of Buyers Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Available Purchase Price. b. Seller shall request that Administrative Agent Buyer enter into a Transaction by delivering (i) to Administrative AgentBuyer, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent Buyer and Custodian a Mortgage Loan Schedule, in accordance with the Custodial Agreement. In the event the 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 correct the computer data, reformat or properly align the computer fields itself and resubmit the Mortgage Loan Schedule as required herein.

Program; Initiation of Transactions. a. From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of Buyers) may facilitate the purchase by Buyers from Seller of certain Mortgage Loans that have been either originated by SellerSeller or purchased by Seller from other originators. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller 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 Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans Assets subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. Seller shall request that Administrative Agent enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian a Mortgage Loan Schedule, an Asset Schedule in accordance with the Custodial Agreement. In the event the Mortgage Loan 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 or properly align the computer fields itself and resubmit the Mortgage Loan Asset Schedule as required herein.

Program; Initiation of Transactions. a. From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of BuyersBuyer, (i) Administrative Agent on behalf of Buyer may facilitate the purchase by Buyers from Seller all right, title and interest in and to certain Eligible Mortgage Loans (including, without limitation, the Servicing Rights) that have been either originated by SellerSeller or, if approved by Administrative Agent on behalf of Buyer, purchased by Seller from other originators, and (ii) Administrative Agent on behalf of Buyer may purchase from Seller all right, title and interest in and to certain Agency Securities (if applicable). The Mortgage Loans shall be sold on a servicing-released basis. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller 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 Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting GuidelinesGuidelines as of the Effective Date as amended as set forth herein, and shall be serviced by Seller or Servicer, as applicableServicer on the behalf of Administrative Agent. The aggregate Aggregate Purchase Price of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. With respect to each Transaction, Seller shall request that Administrative Agent enter into provide notice of a proposed Transaction by delivering (i) to Administrative Agent, submitting a Transaction Request (A) one (1) Business Day prior to request in the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian form of a Mortgage Loan ScheduleSchedule with accompanying loan documentation as required by the Administrative Agent. Following receipt of such request, in accordance with the Custodial AgreementAdministrative Agent may enter into such requested Transaction or may notify Seller of its intention not to enter into such Transaction for any reason. In the event the 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 may either (a) give Administrative Agent written or electronic authority to correct the computer data, reformat the 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 Administrative Agent authority to correct the computer data, reformat the Mortgage Loan Schedule or properly align the computer fields. The Seller shall hold Administrative Agent harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein. In the event that Seller requires the return of any Collateral Documents, upon its execution of a release pursuant to the terms of the Custodial Agreement, the Administrative Agent 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 return or handling of any documents delivered to the Seller in accordance with the terms of such release. c. 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 Administrative Agent on the Purchase Date, subject to the transfer of the Purchase Price to Seller or through the transfer of the Purchase Price to an Authorized Funds Recipient. In the event that Seller requests that the Administrative Agent remit by wire transfer an amount in excess of the Purchase Price in connection with the purchase of any Purchased Assets, such excess amount shall be remitted from the Seller’s Clearing Account to the Administrative Agent, 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 to Administrative Agent as set forth in this Section 3 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 Mortgage File and Records, is vested in Administrative Agent; 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 Mortgage Loan 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 Mortgage Loans. - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.21 d. With respect to each Wet-Ink Mortgage Loan, by no later than 12:00 noon (New York City time) on the Wet-Ink Collateral Document Receipt Date following the applicable Purchase Date, Seller shall deliver or cause the related Authorized Funds Recipient to deliver to the Custodian the remaining documents in the Mortgage File. e. Administrative Agent, in its sole discretion, may trigger the Amortization Period. As of the first day of the Amortization Period Seller and Administrative Agent will no longer enter into any new Transactions hereunder. Approved Transactions will be funded provided that the Approved Transactions fund within 5 business days of the first date of the Amortization Period and provided that the Approved Transaction remains eligible for funding under all limitations of this Agreement and Addendum. Transactions that are outstanding as of the first day of the Amortization Period and funded within 5 business days of the first day of the Amortization Period may remain outstanding until the related Repurchase Date. f. Seller may, at any time prior to a Default or an Event of Default hereunder, trigger the Amortization Period by delivering a written notice to Administrative Agent that Seller desires to terminate this Agreement sixty (60) days from the date such written notice is received by Administrative Agent (such date, the “Early Termination Date”). The first day of the related Amortization Period will be the date that Administrative Agent receives such written notice from Seller and as of such date Administrative Agent will no longer enter into any new Transactions hereunder nor fund any existing Approved Transactions hereunder. In the event that Seller elects to trigger the Amortization Period pursuant to this Section 3(f), the Repurchase Date for every Transaction outstanding as of the Early Termination Date shall be deemed to have occurred as of such date.

Program; Initiation of Transactions. a. From time i. Pursuant to timethe Existing Facility, in the sole discretion Administrative Agent on behalf of Buyers, Administrative Agent (for purchased from the benefit of Buyers) may facilitate the purchase by Buyers from related Seller certain Purchased Assets (accompanied by a pledge of the related Contributed Mortgage Loans that have been originated acquired by Sellerthe Transaction Subsidiary). This Agreement is not a commitment by To the extent the parties hereto enter into new Transactions and from time to time, each Seller may request and Administrative Agent on behalf of Buyers to enter into Transactions with Seller but rather sets forth the procedures to be used may fund Purchase Price Increases in connection with periodic requests for Administrative Agent conveyance of Contributed Mortgage Loans to the Transaction Subsidiary and the corresponding increase of the Purchase Price on behalf account of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreementthe Participation Interests. All Purchased related Contributed Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or the Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans the Participation Certificates (adjusted for any Purchase Price Increases or Purchase Price Decreases, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price. b. ii. To the extent the parties hereto enter into new Transactions, each Seller shall request that Administrative Agent enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian a Mortgage Loan an Asset Schedule, in accordance with the Custodial Agreement. In the event the Mortgage Loan Asset Schedule provided by such 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 such Seller describing such error and such Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Mortgage Loan Asset Schedule as required herein. iii. Reserved.