Common use of Transaction Mechanics; Related Matters Clause in Contracts

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.

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)time, the Purchaser may in the Deal Agent’s sole discretion of Buyer, Buyer may purchase from the Seller the Seller’s rights and interests (but none of its obligations) under certain Eligible AssetsAssets that have either been originated by Seller or purchased by Seller from other originators; provided, however, provided that at no time shall Buyer and Seller have more than seven (i7) different Eurodollar Rates outstanding under this Agreement and at no time shall the aggregate Purchase Repurchase Price of the outstanding Transactions and any proposed Transactions Purchased Assets exceed the Maximum Amount and (ii) at no time shall the Purchaser or its designee Amount. This Agreement is not a commitment by Buyer to enter into Transactions after with Seller but rather sets forth the Facility Periodprocedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. The Seller shall hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Seller may request a Transaction preliminary review of the eligibility of any Mortgage Asset by delivering to the Deal Agent, via Electronic Transmission, a written Transaction Request, together with, Buyer via Electronic Transmission a request (to the extent available in such form and otherwise by overnight delivery), each 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"Preconfirmation Request") the proposed Purchase Date, that, except with respect to the initial Transactionproposed acquisition by Seller of the applicable Mortgage Asset(s). Such Preconfirmation Request shall describe each proposed Mortgage Asset and include summaries of the related historical operating statements, historical occupancy reports and other customary market information. Buyer agrees that it shall be at least ten provide Seller, within three (103) Business Days (or such additional reasonable time as the Deal Agent may reasonably request) after the delivery of receipt of the Transaction Preconfirmation Request, with a preliminary indication, based upon such information provided, whether or not the proposed Mortgage Asset would be accepted as an Eligible Asset hereunder (a "Preconfirmation"); provided that, with respect to any Mortgage Asset that is an Acquired Asset, Seller shall, in addition to the foregoing information and summaries, provide Buyer with drafts of all proposed agreements, instruments and documents relating to the purchase of such Mortgage Asset Scheduleby Seller or one of its Affiliates from a third party, and Buyer shall provide Seller, within seven (7) Business Days of receipt of the Preconfirmation Request, with a Preconfirmation, based upon the information and draft Confirmationdocuments provided, with respect to such Acquired Asset. Buyer's issuance of a Preconfirmation pursuant to this Section 3.03(a) shall not constitute Buyer's agreement to enter into a Transaction with respect to such Mortgage Asset, it being understood that Buyer's entering into such a Transaction shall be subject to Buyer's review of the complete Underwriting Package and any supplemental requests by the Deal Agent (requested orally or satisfaction of all other conditions thereto; provided, that Buyer acknowledges that it is aware that Seller will be relying on Preconfirmations in writing) relating making its business judgment 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 acquire 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.

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)week, in the sole and absolute discretion of the Purchaser, the Purchaser may in the Deal Agent’s discretion will purchase from the Seller the Seller’s 's rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, at no time shall the Seller have more than twenty (i20) 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 and (ii) at no time shall the Purchaser or its designee enter into Transactions after the Facility PeriodAmount. The Seller shall request a Transaction by delivering to the Deal AgentPurchaser (with a copy to the Custodian), via Electronic Transmission, an executed request in the form of Exhibit IV attached hereto (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 Schedule 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 least, (10A) in the case of Non-Wachovia Assets, twelve (12) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus twelve (12) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (B) in the Deal Agent may reasonably requestcase of Wachovia Assets, seven (7) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus seven (7) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets, (ii) the proposed Purchase Price, which shall be in 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 Price1,000,000, (iii) the proposed Repurchase Date, (iv) the applicable Class and Type for each such Mortgage AssetAsset for which the Seller is requesting the Transaction, and (v) such other additional terms and or conditions requested by the Deal Agent in its reasonable discretionnot inconsistent with this Agreement. The Deal Agent Purchaser shall have have, (1) in the case of Non-Wachovia Assets, ten (10) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus ten (10) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (2) in the Deal Agent may reasonably requestcase of Wachovia Assets, five (5) Business Loan Purchase and Repurchase Agreement (Wachovia and Arbor) Days (in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets.

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)week, the Purchaser may in the Deal Agent’s 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 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 AgentPurchaser, 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 Purchaser 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 in 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 Price1,000,000, (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 Purchaser in its reasonable discretion. The Deal Agent Purchaser shall have ten (10) Business Days (or such additional reasonable time as the Deal Agent Purchaser 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.

Transaction Mechanics; Related Matters. (ai) From time to time during the Facility Commitment Period but no more frequently than once per week (other than Swingline Purchases which shall not be limited)week, the Purchaser Buyer may in the Deal Agent’s its discretion purchase from the Seller the Seller’s 's rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (iA) at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Maximum Amount and (iiB) at no time shall the Purchaser or its designee Buyer enter into Transactions after the Facility Commitment Period. The Seller shall request a Transaction by delivering to the Deal AgentBuyer, 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 Buyer 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 in 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 Price1,000,000, (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 Buyer in its reasonable discretion. The Deal Agent Buyer shall have ten (10) Business Days (or such additional reasonable time as the Deal Agent Buyer 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.

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)week, 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 for all outstanding Transactions and any proposed Transactions exceed the Availability or the Maximum Amount and Amount, (ii) at no time shall the Purchaser or its designee enter into Transactions after the Facility Period, (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 or 364 calendar days from the related Purchase Date and (iv) at no time shall the Purchaser or its designee enter into a Transaction where the Purchase Price of a Mortgage Asset would exceed the unpaid principal balance of the related Mortgage Asset. The Seller shall request a Transaction by delivering to the Deal Agent, via Electronic Transmission, Agent (with a written Transaction Request, together withcopy to the Custodian), via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), an executed Transaction Request, 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 least, (10A) in the case of Non–Wachovia Assets, twelve (12) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus twelve (12) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (B) in the Deal Agent may reasonably requestcase of Wachovia Assets, seven (7) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus seven (7) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets, (ii) the proposed Purchase Price, which shall be in 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 AssetAsset for which the Seller is requesting the Transaction, and (v) such other additional information, terms and conditions provisions set forth in the form of Transaction Request or requested by the Deal Agent in its reasonable discretion. The Deal Agent shall have have, (1) in the case of Non–Wachovia Assets, ten (10) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus ten (10) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (2) in the Deal Agent may reasonably requestcase of Wachovia Assets, five (5) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets.

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)week, in the discretion of the Purchaser, 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 Amount, (ii) at no time shall the Purchaser or its designee enter into Transactions after the Facility PeriodPeriod 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 or 364 calendar days from the related Purchase Date. The Seller shall request a Transaction by delivering to the Deal Agent, via Electronic Transmission, Purchaser (with a written Transaction Request, together withcopy to the Custodian), via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), an executed Transaction Request, 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, thatwhich, except with respect to the initial Transaction, shall be at least ten least, (10A) in the case of Non–Wachovia Assets, seven (7) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus seven (7) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and (B) in the Deal Agent may reasonably requestcase of Wachovia Assets, four (4) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus four (4) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request) after the delivery of the Transaction Request, the Seller Asset Schedule, the draft Confirmation, Confirmation and the complete Underwriting Package and any supplemental requests by the Deal Agent (requested orally or in writing) relating to the proposed Mortgage AssetsPackage, (ii) the proposed Purchase Price, which shall be in 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 Price1,000,000, (iii) the proposed Repurchase Date, (iv) the applicable Asset Class and Type Property Class for each such Mortgage AssetAsset for which the Seller is requesting the Transaction, and (v) such other additional terms and or conditions requested by the Deal Agent in its reasonable discretionnot inconsistent with this Agreement. The Deal Agent Purchaser shall have ten have, (101) in the case of Non–Wachovia Assets, five (5) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and (2) in the Deal Agent may reasonably requestcase of Wachovia Assets, two (2) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus two (2) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets.

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)Period, in the discretion of the Deal Agent, the Purchaser or its designee 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 PeriodAmount. The Seller shall request a Transaction by delivering to the Deal AgentAgent (with a copy to the Custodian), via Electronic Transmission, an executed request in the form of Exhibit IV attached hereto (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 Schedule 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 least, (10A) in the case of Non–Wachovia Assets, twelve (12) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus twelve (12) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (B) in the Deal Agent may reasonably requestcase of Wachovia Assets, seven (7) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus seven (7) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible 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 AssetAsset for which the Seller is requesting the Transaction, and (v) such other additional terms and or conditions requested by the Deal Agent in its reasonable discretionnot inconsistent with this Agreement. The Deal Agent shall have have, (1) in the case of Non–Wachovia Assets, ten (10) Business Days (or such in the case of each individual Eligible Asset identified in a Transaction Request plus ten (10) additional reasonable time as Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (2) in the Deal Agent may reasonably requestcase of Wachovia Assets, five (5) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction 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 Eligible Assets.