Transaction Mechanics; Related Matters Sample Clauses

Transaction Mechanics; Related Matters. (a) From time to time during the Facility Period but no more frequently than once per week (other than Swingline Purchases which shall not be limited), the Purchaser may in the Deal Agent’s discretion purchase from the Seller the Seller’s rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (i) at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Maximum Amount and (ii) at no time shall the Purchaser or its designee enter into Transactions after the Facility Period. The Seller shall request a Transaction by delivering to the Deal Agent, via Electronic Transmission, a written Transaction Request, together with, via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), a Seller Asset Schedule, a draft Confirmation and an Underwriting Package. Each Transaction Request shall be irrevocable. The Transaction Request shall set forth, among other things, (i) the proposed Purchase Date, that, except with respect to the initial Transaction, shall be at least ten (10) Business Days (or such additional reasonable time as the Deal Agent may reasonably request) after the delivery of the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the complete Underwriting Package and any supplemental requests by the Deal Agent (requested orally or in writing) relating to the proposed Mortgage Assets, (ii) the proposed Purchase Price, which shall be a minimum amount of $5,000,000 for the initial advance of the Purchase Price and $500,000 for all subsequent advances of the Purchase Price, (iii) the proposed Repurchase Date, (iv) the applicable Class and Type for each such Mortgage Asset, and (v) such other additional terms and conditions requested by the Deal Agent in its reasonable discretion. The Deal Agent shall have ten (10) Business Days (or such additional reasonable time as the Deal Agent may reasonably request) from the receipt thereof to review the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the Underwriting Package and any supplemental requests (requested orally or in writing) relating to the proposed Mortgage Assets.
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Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of the Agent, the Agent may from time to time purchase from a Seller certain Eligible Assets. (For the avoidance of doubt, the parties hereby acknowledge and agree that any decision by WBNA, or any Affiliate thereof, to enter into any rate lock agreement, interest rate protection agreement, total return swap or any other agreement with respect to any Mortgage Asset, other than a Confirmation hereunder, shall not reflect, and shall not be deemed to reflect, the Agent’s approval of any Mortgage Asset or its determination to enter into any Transaction hereunder.) A Seller shall request a Transaction, including a Special Purpose Transaction requested to effect a Wet Funding or to provide for the funding of certain obligations associated with a Purchased Asset, by delivering to the Agent (with a copy to the Custodian) via Electronic Transmission a request in the form of Exhibit A attached hereto (a “Transaction Request”) within one (1) Business Day after the Agent approves such Transaction and delivers the related Confirmation.
Transaction Mechanics; Related Matters. (a) From time to time during the Facility Period, the Purchaser may in its discretion purchase from the Seller the Seller’s rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (i) at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Availability or the Maximum Amount, (ii) at no time shall the Purchaser enter into Transactions after the Facility Period and (iii) in no event shall a Transaction be entered into when any Margin Deficit exists, any Default or Event of Default has occurred and is continuing or when the Repurchase Date for such Transaction would be later than the Facility Maturity Date. The Seller shall request a Transaction by delivering to the Purchaser (with a copy to the Custodian), via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), a Seller Asset Schedule, a draft Confirmation, an Underwriting Package and any other information and documents reasonably requested (orally or in writing) by the Purchaser in its discretion. The Purchaser shall have a commercially reasonable period of time not to exceed five (5) Business Days from the Business Day on which the Purchaser is in receipt of the draft Confirmation, the Seller Asset Schedule, the Underwriting Package and any supplemental requests relating to the proposed Eligible Assets.
Transaction Mechanics; Related Matters. (a) During the Commitment Period, Buyer shall, in its sole discretion, from time to time purchase from Seller certain Eligible Assets, subject to the conditions contained herein. (For the avoidance of doubt, the parties hereby acknowledge and agree that any decision by Buyer, or any Affiliate thereof, to enter into any rate lock agreement, interest rate protection agreement, total return swap or any other agreement with respect to any Mortgage Asset, other than a Confirmation hereunder, shall not reflect, and shall not be deemed to reflect, Buyer’s approval of any Mortgage Asset or its determination to enter into any Transaction hereunder.) Seller shall request a Transaction, including a Wet Funding or Special Purpose Transaction, by delivering to Buyer (with a copy to the Custodian) a request in the form of Exhibit A attached hereto (a “Transaction Request”) within one (1) Business Day after Buyer approves such Transaction and delivers the related Confirmation.
Transaction Mechanics; Related Matters. (a) In the sole discretion of Buyer, Buyer may from time to time purchase from Seller certain Eligible Assets.
Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of Buyer, Buyer may from time to time purchase from Seller certain Eligible Assets. Seller may request Transactions from Buyer not more than twice per calendar month during the Purchase Period. Buyer shall use commercially reasonable efforts to purchase each Mortgage Asset for which Seller delivers a Transaction Request to Buyer within one (1) Business Day after Buyer approves such Transaction and delivers the related Confirmation.
Transaction Mechanics; Related Matters. (a) From time to time during the Facility Period but no more frequently than once per week, in the sole and absolute discretion of the Purchaser, the Purchaser will purchase from the Seller the Seller's rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, at no time shall the Seller have more than thirty (30) Transactions outstanding under this Agreement and at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Maximum Amount. The
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Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of Buyer, Buyer may from time to time purchase from a Seller certain Eligible Assets. A Seller shall request a Transaction by delivering to Buyer (with a copy to the Custodian) via Electronic Transmission a request in the form of Exhibit A attached hereto (a "Transaction Request"). Each such Transaction Request shall describe the Mortgage Assets proposed to be purchased in a Seller Asset Schedule and set forth (i) the proposed Purchase Date (which date, notwithstanding any extension of the Facility Termination Date which may occur in accordance with Section 3.05, shall not be later than the Final Purchase Date), (ii) the proposed Purchase Price, (iii) the proposed Repurchase Date, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Class and Type for each Mortgage Asset for which Seller is requesting the Transaction and (vi) any additional terms or conditions not inconsistent with this Agreement and shall be accompanied by the Underwriting Package with respect to each Mortgage Asset. In the event of any conflict between the terms of such Confirmation and this Agreement, the terms of this Agreement shall prevail.

Related to Transaction Mechanics; Related Matters

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  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

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  • Definitions and Related Matters SECTION 1.1

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