Common use of Redemption Pursuant to Sale Clause in Contracts

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, the Borrower or the Servicer (on behalf of the Borrower) may from time to time submit a Shipping Request that would permit a sale of Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, an Approved Investor, pursuant to a Take-Out Commitment. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower identifying Collateral to be delivered to an Approved Investor, and so long as no Default or Event of Default shall be in existence or would be caused thereby: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “Bailee and Security Agreement Letter” substantially in the form provided for in the Collateral Agency Agreement, as appropriate, the items of Mortgage Loan Collateral being sold that are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral; (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by the relevant Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account for distribution to the Administrative Agent for the account of the Lenders in an amount equal to at least the full purchase price for such Mortgage Loan Collateral; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 a.m. (eastern time), or such later time as permitted by the Collateral Agent, on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted by the Collateral Agent, on the Business Day prior to the shipment date.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, the Borrower or the Servicer (on behalf of the Borrower) may from time to time submit a Shipping Request request that would the Administrative Agent permit a sale of Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, an Approved Investor, pursuant to a Take-Out Commitment. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower identifying Collateral to be delivered to an Approved Investor, and so long as no the Collateral Agent does not receive written notice of the existence of a Default or an Event of Default shall be in existence or would be caused therebyDefault: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “'s "Bailee and Security Agreement Letter” ," substantially in the form provided for in of Exhibit D-6(a), or D-6(b) hereto or such other form as may be reasonably approved by the Collateral Agency Agreement, Administrative Agent as appropriate, the items of Mortgage Loan Collateral being sold that which are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account Administrative Agent of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral3.4(b)(iii); (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s 's loan servicing provider or custodian, pursuant to procedures provided for in under a letter agreement or other arrangement reasonably approved by the Collateral Agency Agreement, Administrative Agent the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) Obligations until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by Administrative Agent pursuant to the relevant terms of the related Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i3.4(b)(i), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account Account, for distribution to the Administrative Agent for the account of the Lenders in an amount at least equal to at least the full purchase price for such Mortgage Loan CollateralCollateral or shall substitute Eligible Mortgage Collateral as permitted by this Section 3.4; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 8:00 a.m. (eastern time), or such later time as permitted by the Collateral Agent, ) on a Business Day, the Collateral Agent shall use due diligence and reasonable efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted by the Collateral Agent, on the Business Day prior to the shipment date.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, any one of the Borrower following may occur: (x) the Borrower, or the Servicer (on behalf of acting for the Borrower) may , from time to time submit a Shipping Request that would permit a sale of may sell or pool Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, Loans either to an Approved Investor, Investor pursuant to a Take-Out Commitment or to the Originator under the Repurchase Agreement; (y) the Borrower may provide Mortgage Loans to the Originator for sale to an Approved Investor pursuant to a Take-Out Commitment, provided that payment is directed to the Collection Account and the security interest in the Mortgage Loan will not be released and the Borrower will not be deemed to have sold the Mortgage Loans to the Originator until the Purchase Price is received in the Collection Account; and (z) the Borrower, or the Servicer acting for the Borrower, may request the Administrative Agent to permit the Borrower to sell Mortgage Loans, or to pool Mortgage Loans, under such other circumstances as may be described in the request. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower preliminary to a transaction permitted by this Section 3.4, identifying Collateral to be delivered to an Approved InvestorInvestor or through the Originator, and so long as no Default or Event of Default shall be in existence or would be caused therebyexistence: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “Bailee and Security Agreement Letter,” substantially in the form provided for in of Exhibit D-6(a), or D-6(b) hereto or such other form as may be approved by the Collateral Agency Agreement, Administrative Agent as appropriate, the items of Mortgage Loan Collateral being sold that which are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral3.4(b)(iii); (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by the relevant Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account for distribution to the Administrative Agent for the account of the Lenders in an amount equal to at least the full purchase price for such Mortgage Loan Collateral; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 a.m. (eastern time), or such later time as permitted by the Collateral Agent, on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted by the Collateral Agent, on the Business Day prior to the shipment date.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, the Borrower or the Servicer (on behalf of the Borrower) may from time to time submit a Shipping Request that would permit a sale of sell Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, an Approved Investor, pursuant to a Take-Out CommitmentCommitment or otherwise. Upon the receipt by the Collateral Agent Bank of a Shipping Request request from the Borrower identifying Collateral to be delivered to an Approved InvestorBorrower, and so long as no Default or Event of Default shall be in existence or would be caused therebyexistence: (i1) The Collateral Agent Bank shall deliver to the Approved Investor, or its loan servicing provider or custodian, Investor (under the Collateral Agent’s “Bank's Bailee and Security Agreement Letter” substantially Letter in the form provided for in the Collateral Agency Agreement, attached hereto as appropriate, EXHIBIT "E") the items of Mortgage Loan Collateral being sold that which are held by the Collateral Agent as bailee for the Administrative Agent Bank pursuant to Section SECTION 3.2 hereof, with the release of the Bank's security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account Bank of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage CollateralSUBSECTION 3.4(c)(iii); (ii2) The Servicer Borrower shall, as agent for the Administrative AgentBank, deliver to such Approved Investor, or such Approved Investor’s loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, Investor the items held by the Servicer Borrower pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by the relevant Take-Out Commitment;SECTION 3.2 hereof; and (iii3) Within forty-five a period of time acceptable to Bank, but in no event more than ten (4510) days after the delivery by the Collateral Agent Bank to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(iSUBSECTION 3.4(c)(i), the Borrower shall make a payment, or shall cause a payment the Investor to be made, pay directly to the Collection Account for distribution to the Administrative Agent for the account of the Lenders in Bank, as a repayment hereunder an amount equal to at least the full purchase price for Collateral Value of such Mortgage Loan Collateral; and Collateral (iv) With respect such Collateral Value being determined as of the date such Mortgage Collateral was first delivered by Borrower to each Shipping Request that is received by the Collateral Agent by 10:00 a.m. (eastern timeBank). Notwithstanding the foregoing, or such later time as permitted by the Collateral Agent, on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close delivery to an Investor of business on such day; provided, however, that for each shipment Mortgage Collateral as provided in SECTION 3.4(c)(i) Bank in its sole discretion may require (i) receipt of 100 or more Mortgage Loans, an amount equal to the Collateral Agent shall receive the Shipping Request by 10:00 a.m. Value of such Mortgage Collateral, or (eastern timeii) or such later time as permitted a written agreement executed by the applicable Investor as to such matters as Bank may require relating to (A) Bank's continuing security interest in the Mortgage Collateral Agentto be delivered, on and (B) payment of the Business Day prior to the shipment dateCollateral Value of such Mortgage Collateral upon delivery.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, any one of the Borrower following may occur: (x) the Borrower, or the Servicer (on behalf of acting for the Borrower) may , from time to time submit a Shipping Request that would permit a sale of may sell or pool Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, Loans either to an Approved Investor, Investor pursuant to a Take-Out Commitment or to the Originator under the Repurchase Agreement; (y) the Borrower may provide Mortgage Loans to the Originator for sale to an Approved Investor pursuant to a Take-Out Commitment, provided that payment is directed to the Collection Account and the security interest in the Mortgage Loan will not be released and the Borrower will not be deemed to have sold the Mortgage Loans to the Originator until the purchase price required under a Take-Out Commitment is received in the Collection Account; and (z) the Borrower, or the Servicer acting for the Borrower, may request the Administrative Agent to permit the Borrower to sell Mortgage Loans, or to pool Mortgage Loans, under such other circumstances as may be described in the request. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower preliminary to a transaction permitted by this Section 3.3, identifying Collateral to be delivered to an Approved InvestorInvestor or through the Originator, and so long as no Default or Event of Default shall be in existence or would be caused therebyexistence: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “Bailee and Security Agreement Letter” substantially in the form provided for in the Collateral Agency Agreement, as appropriate, the items of Mortgage Loan Collateral being sold that are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral; (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral AgentCollection Account, as required by the relevant Take-Out Commitment; (iii) Within forty-five (45) days or an Extended Time Period after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i) or (ii), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account Account, for distribution to the Administrative Agent for the account of the Lenders in an amount equal to at least the full purchase price for such Mortgage Loan CollateralCollateral or shall substitute Eligible Mortgage Collateral as permitted by this Section 3.3; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 11:30 a.m. (eastern time), or such later time as permitted by the Collateral Agent, ) on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted by the Collateral Agent, on the Business Day prior to the shipment date.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, any one of the Borrower following may occur: (x) the Borrower, or the Servicer (on behalf of acting for the Borrower) may , from time to time submit a Shipping Request that would permit a sale of may sell or pool Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, Loans either to an Approved Investor, Investor pursuant to a Take-Out Commitment or to the Originator under the Repurchase Agreement; (y) the Borrower may provide Mortgage Loans to the Originator for sale to an Approved Investor pursuant to a Take-Out Commitment, provided that payment is directed to the Collection Account and the security interest in the Mortgage Loan will not be released and the Borrower will not be deemed to have sold the Mortgage Loans to the Originator until the Purchase Price is received in the Collection Account; and (z) the Borrower, or the Servicer acting for the Borrower, may request the Administrative Agent to permit the Borrower to sell Mortgage Loans, or to pool Mortgage Loans, under such other circumstances as may be described in the request. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower preliminary to a transaction permitted by this Section 3.3, identifying Collateral to be delivered to an Approved InvestorInvestor or through the Originator, and so long as no Default or Event of Default shall be in existence or would be caused therebyexistence: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “'s "Bailee and Security Agreement Letter” " substantially in the form provided for in the Collateral Agency Agreement, as appropriate, the items of Mortgage Loan Collateral being sold that are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral; (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by the relevant Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account for distribution to the Administrative Agent for the account of the Lenders in an amount equal to at least the full purchase price for such Mortgage Loan Collateral; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 a.m. (eastern time), or such later time as permitted by the Collateral Agent, on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted by the Collateral Agent, on the Business Day prior to the shipment date.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, any one of the Borrower following may occur: (x) the Borrower, or the Servicer (on behalf of acting for the Borrower) may , from time to time submit a Shipping Request that would permit a sale of may sell or pool Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, Loans either to an Approved Investor, Investor pursuant to a Take-Out Commitment or to one of the Originators under the Repurchase Agreement; (y) the Borrower may provide Mortgage Loans to one of the Originators for sale to an Approved Investor pursuant to a Take-Out Commitment, provided that payment is directed to the Collection Account and the security interest in the Mortgage Loan will not be released and the Borrower will not be deemed to have sold the Mortgage Loans to any of the Originators until the Purchase Price is received in the Collection Account; and (z) the Borrower, or the Servicer acting for the Borrower, may request the Administrative Agent to permit the Borrower to sell Mortgage Loans, or to pool Mortgage Loans, under such other circumstances as may be described in the request. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower preliminary to a transaction permitted by this Section 3.4, identifying Collateral to be delivered to an Approved InvestorInvestor or through any of the Originators, and so long as no Default or Event of Default of which a Responsible Officer of the Collateral Agent shall have received written notice shall be in existence or would be caused therebyexistence: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent’s “'s "Bailee and Security Agreement Letter” ," substantially in the form provided for in of Exhibit D-6(a), or D-6(b) hereto or such other form as may be approved by the Collateral Agency Agreement, Administrative Agent as appropriate, the items of Mortgage Loan Collateral being sold that which are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral3.4(b)(iii); (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor’s 's loan servicing provider or custodian, pursuant to procedures provided for in under a letter agreement or other arrangement approved by the Collateral Agency Agreement, Administrative Agent the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) Obligations until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by Collection Account pursuant to the relevant terms of the related Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i3.4(b) or (ii), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account Account, for distribution to the Administrative Agent for the account of the Lenders in an amount at least equal to at least the full purchase price for such Mortgage Loan CollateralCollateral or shall substitute Eligible Mortgage Collateral as permitted by this Section 3.4 it being understood that the Collateral Agent shall have no responsibility to verify the purchase price; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 11:30 a.m. (eastern time), or such later time as permitted by the Collateral Agent, ) on a Business Day, the Collateral Agent shall use due diligence and best efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive day the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted is received by the Collateral Agent, on and, in any event shall review such Shipping Request and prepare the Business Day prior to Mortgage Loan files identified in such Shipping Request no later than 24 hours after such Shipping Request is received by the shipment dateCollateral Agent.

Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing (and, if a Default or Event of Default is continuing, at the Borrower Administrative Agent's direction), any one of the following may occur: (x) the Borrower, or the Servicer (on behalf of acting for the Borrower) may , from time to time submit a Shipping Request that would permit a sale of may sell or pool Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, Loans either to an Approved Investor, pursuant to a Take-Out CommitmentCommitment or Hedge or to one of the Originators under the Repurchase Agreement; (y) the Borrower may provide Mortgage Loans to one of the Originators for sale to an Approved Take-Out Investor pursuant to a Take-Out Commitment or Hedge, provided that payment is directed to the Collection Account and the security interest in the Mortgage Loan will not be released and the Borrower will not be deemed to have sold the Mortgage Loans to any of the Originators until the Purchase Price is received in the Collection Account; and (z) the Borrower, or the Servicer acting for the Borrower, may request the Administrative Agent to permit the Borrower to sell Mortgage Loans, or to pool Mortgage Loans, under such other circumstances as may be described in the request. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower preliminary to a transaction permitted by this Section 3.4, identifying Collateral to be delivered to an Approved InvestorTake-Out Investor or through any of the Originators, and so long as (x) no Default or Event of Default of which a Responsible Officer of the Collateral Agent shall have received written notice shall be in existence or would be caused thereby(y) if a Default or Event of Default has occurred, the Administrative Agent has approved the Shipping Request: (i) The Collateral Agent shall deliver to the Approved InvestorApproved, or its loan servicing provider or custodian, under the Collateral Agent’s “'s "Bailee and Security Agreement Letter” ," substantially in the form provided for in of Exhibit D-6(a), or D-6(b) hereto or such other form as may be approved by the Collateral Agency Agreement, Administrative Agent as appropriate, the items of Mortgage Loan Collateral being sold that which are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Collection Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral3.4(b)(iii); (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved InvestorTake-Out Investor , or such Approved Take-Out Investor’s 's loan servicing provider or custodian, pursuant to procedures provided for in under a letter agreement or other arrangement approved by the Collateral Agency Agreement, Administrative Agent the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Take-Out Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) Obligations until the Approved Take-Out Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by Collection Account pursuant to the relevant terms of the related Take-Out CommitmentCommitment or Hedge; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Take-Out Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i3.4(b) or (ii), the Borrower shall make a payment, or shall cause a payment to be made, to the Collection Account Account, for distribution to the Administrative Agent for the account of the Lenders in an amount at least equal to at least the full purchase price for such Mortgage Loan CollateralCollateral or shall substitute Eligible Mortgage Collateral as permitted by this Section 3.4 it being understood that the Collateral Agent shall have no responsibility to verify the purchase price; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 10:00 11:30 a.m. (eastern time), or such later time as permitted by the Collateral Agent, ) on a Business Day, the Collateral Agent shall use due diligence and best efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day; provided, however, that for each shipment of 100 or more Mortgage Loans, the Collateral Agent shall receive day the Shipping Request by 10:00 a.m. (eastern time) or such later time as permitted is received by the Collateral Agent, on and, in any event shall review such Shipping Request and prepare the Business Day prior to Mortgage Loan files identified in such Shipping Request no later than 24 hours after such Shipping Request is received by the shipment dateCollateral Agent.