Common use of Transaction Request Procedure (Transactions other than Wet-Ink Transactions Clause in Contracts

Transaction Request Procedure (Transactions other than Wet-Ink Transactions. (a) The Seller may request a Transaction hereunder, which request shall be submitted electronically through Buyer’s FTP site, on any Business Day during the period from and including the Effective Date to and including the Termination Date by delivering to the Agent, with a copy to the Custodian, a Transaction Request, which Transaction Request must be received by the Agent no later than [***], New York City time, on the Business Day of the requested Purchase Date. Such Transaction Request shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Seller proposes to sell to the Buyer hereunder in connection with such Transaction, (ii) specify the requested Purchase Date, and (iii) include (unless the same has been submitted previously) a Mortgage Loan Data File containing information with respect to the Eligible Mortgage Loans that the Seller proposes to sell to the Buyer hereunder in connection with such Transaction. (b) Upon receipt from the Seller of a Transaction Request pursuant to Section 2.02(a), upon satisfaction of all applicable conditions precedent set forth in Sections 5.01 and 5.02 hereof and provided that no Default or Event of Default shall have occurred and be continuing, the Buyer may, with respect to the Uncommitted Amount and shall, with respect to the Committed Amount, enter into such Transaction with the Seller. In the event that the Buyer (or the Agent on behalf of the Buyer) determines, in its sole discretion with respect to the Uncommitted Amount, to enter into a Transaction, the Buyer (or the Agent) shall specify the terms for such proposed Transaction, including the Purchase Price for the applicable Eligible Mortgage Loans, the Pricing Rate for the Transaction, the Market Value for the applicable Eligible Mortgage Loans, the Repurchase Date in respect of such Transaction and any additional terms or conditions of the Transaction, in a Confirmation to be delivered to the Seller on or prior to the applicable Purchase Date. (c) The Seller shall deliver to the Custodian, in accordance with the terms and conditions of the Custodial and Disbursement Agreement, the Mortgage File pertaining to each Eligible Mortgage Loan to be sold to the Buyer hereunder on the requested Purchase Date. (d) [Reserved]. (e) Subject to Section 5 hereof and provided that no Default or Event of Default shall have occurred and be continuing, and the Buyer determines, with respect to the Uncommitted Amount, in its sole discretion to enter into a Transaction, such Transaction will then be entered into by the Buyer on the terms set forth in the Transaction Request or as otherwise agreed by Buyer and Seller, which agreement may be set forth in a Confirmation, transferring, via wire transfer, to the account specified by Seller on a Transaction Request, an amount equal to the aggregate Purchase Price for such Transaction in funds immediately available to the Seller, less any amount retained by the Buyer to cure an outstanding Margin Deficiency.

Transaction Request Procedure (Transactions other than Wet-Ink Transactions. (a) The Any Seller may request a Transaction hereunder, which request shall be submitted electronically through Buyer’s FTP site, hereunder that is not a Wet-Ink Transaction on any Business Day during the period from and including the Effective Date to and including the Termination Date Commitment Period, by delivering to the Agent, with a copy to the Custodian, a Transaction Request, which Transaction Request must be received by the Agent no later than [***]prior to 12:00 p.m., New York City time, on the at least one (1) Business Day of prior to the requested Purchase Date. Such Transaction Request shall (i) attach a schedule identifying the Eligible Mortgage Loans that the applicable Seller proposes to sell to the Buyer Buyers hereunder in connection with such Transaction, (ii) specify the requested Purchase Price and Purchase Date, and (iii) include (unless the same has been submitted previously) be accompanied by a Mortgage Loan Data File containing information with respect to the Eligible Mortgage Loans that the applicable Seller proposes to sell to the Buyer Buyers hereunder in connection with such Transaction, and (iv) attach an officer’s certificate signed by a Responsible Officer of each applicable Seller as required by Section 5.02(b) hereof. (b) Upon receipt from the applicable Seller of a Transaction Request pursuant to Section 2.02(a), the Agent shall on behalf of the Buyers, subject to the limitations set forth in Section 2.01(a) hereof and upon satisfaction of all applicable conditions precedent set forth in Sections 5.01 and 5.02 hereof hereof, and provided that no Default or Event of Default shall have occurred and be continuing, the Buyer may, with respect to the Uncommitted Amount and shall, with respect to the Committed Amount, enter into such Transaction with such Seller; provided, however, that if the Seller. In Mortgage Loan Data File includes Discretionary Mortgage Loans, which the event that the Buyer (or the Agent on behalf of the Buyer) determines, in its sole discretion with respect applicable Seller proposes to sell to the Uncommitted Amount, to enter into a Buyers in such Transaction, the Buyer (or Buyers’ obligation to purchase such Discretionary Mortgage Loans shall be in their sole and absolute discretion. The Sellers acknowledge that the Agent) shall specify the terms for such proposed Transaction, including the Purchase Price Agent may retain for the applicable Eligible Mortgage Loans, the Pricing Rate for the Transaction, the Market Value for the applicable Eligible Mortgage Loans, the Repurchase Date in respect of such Transaction and any additional terms or conditions account of the Transaction, in a Confirmation Buyers an amount equal to be delivered $100 per Defaulted Mortgage Loan to cover the Seller on or prior to the applicable Purchase Datecosts of obtaining Broker Price Opinions. (c) The applicable Seller shall deliver release to the CustodianCustodian no later than 1:30 p.m. New York time, one (1) Business Day prior to any Purchase Date (in the case of the first 150 Eligible Mortgage Loans delivered in connection with any Transaction) plus one (1) additional Business Day prior to any Purchase Date (for each additional 100 Eligible Mortgage Loans in excess thereof delivered in connection with any Purchase Date), the Mortgage File pertaining to each Eligible Mortgage Loan sold to the Buyers hereunder on such Purchase Date, in accordance with the terms and conditions of the Custodial and Disbursement Agreement, the Mortgage File pertaining to each Eligible Mortgage Loan to be sold to the Buyer hereunder on the requested Purchase Date. (d) [Reserved]Pursuant to the Custodial Agreement, the Custodian shall deliver to the Agent and the Sellers, no later than 1:00 p.m., New York City time on a Purchase Date, a Trust Receipt (as defined in the Custodial Agreement) in respect of all Purchased Loans sold to the Buyers on such Purchase Date, and a Mortgage Loan Schedule and Exception Report. The Sellers acknowledge that mortgage loans listed in the Exception Report are not Eligible Mortgage Loans and the Buyers are not obligated to enter into any Transaction with respect to any mortgage loan listed as having an exception in any Exception Report (unless the applicable exceptions have been waived in writing by the Agent on behalf of the Buyers). (e) Subject to Section 5 hereof and provided that no Default or Event of Default shall have occurred and be continuingArticle V hereof, and the Buyer determines, with respect Agent will then remit to the Uncommitted Amount, in its sole discretion to enter into a Transaction, such Transaction will then be entered into by the Buyer on the terms set forth in the Transaction Request or as otherwise agreed by Buyer and Seller, which agreement may be set forth in a Confirmation, transferring, applicable Seller via wire transfer, transfer to the account specified by such Seller on a in the related Transaction Request, an the aggregate amount equal of such Purchase Price in funds immediately available to such Seller. (f) Unless the Agent shall have been notified in writing by a Buyer prior to a Purchase Date for any Transaction hereunder that such Buyer will not make its portion of the aggregate Purchase Price for such Transaction available to the Agent on such date, the Agent may, in funds reliance upon such assumption make available to the applicable Seller a corresponding amount. If such amount is not made available to the Agent on the related Purchase Date therefor, such Buyer shall pay to the Agent, on demand, such amount with interest thereon at a rate per annum equal to the rate specified in the first sentence of Section 2.05(b) for the period until such Buyer makes such amount immediately available to the Agent. A certificate of the Agent submitted to a Buyer with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If any such Purchase Price is not made available to the Agent by a Buyer within one (1) Business Day after the related Purchase Date, the Agent shall also be entitled to recover such amount with interest thereon at a rate per annum equal to the rate specified in the first sentence of Section 2.05(b), on demand, from the applicable Seller, less any amount retained by the Buyer to cure an outstanding Margin Deficiency.

Transaction Request Procedure (Transactions other than Wet-Ink Transactions. (a) The Seller may request a Transaction hereunder, which request shall be submitted electronically through Buyer’s FTP sitehereunder that is not a Wet-Ink Transaction, on any Business Day during the period from and including the Effective Date to and including the Termination Date by delivering to the Agent, with a copy to the Custodian, a Transaction Request, which Transaction Request must be received by the Agent no later than [***]prior to 2:00 p.m., New York City time, on the one (1) Business Day of prior to the requested Purchase Date. Such Transaction Request shall (i) attach a schedule identifying the Eligible Mortgage Loans that the Seller proposes to sell to the Buyer hereunder in connection with such Transaction, (ii) specify the requested Purchase Price and Purchase Date, and (iii) include (unless the same has been submitted previously) a Mortgage Loan Data File containing information with respect to the Eligible Mortgage Loans that the Seller proposes to sell to the Buyer hereunder in connection with such Transaction, and (iv) such other information reasonably requested by the Agent or the Buyer from time to time. (b) Upon receipt from the Seller of a Transaction Request pursuant to Section 2.02(a), the Buyer shall, upon satisfaction of all applicable conditions precedent set forth in Sections 5.01 and 5.02 hereof and provided that no Default or Event of Default shall have occurred and be continuing, the Buyer may, with respect to the Uncommitted Amount and shall, with respect to the Committed Amount, enter into such Transaction with the Seller. In the event that the Buyer (or the Agent on behalf of the Buyer) determines, in its sole discretion with respect to the Uncommitted Amountdiscretion, to enter into a Transaction, the Buyer (or the Agent) shall specify the terms for such proposed Transaction, including the Purchase Price for the applicable Eligible Mortgage Loans, the Pricing Rate for the Transaction, the Market Value for the applicable Eligible Mortgage Loans, the Repurchase Date in respect of such Transaction and any additional terms or conditions of the Transaction, in a Confirmation to be delivered to the Seller on or prior to the applicable Purchase Date. (c) The Seller shall deliver to the Custodian, in accordance with the terms and conditions of the Custodial and Disbursement Agreement, the Mortgage File pertaining to each Eligible Mortgage Loan to be sold to the Buyer hereunder on the requested Purchase Date. (d) [Reserved]Pursuant to the Custodial Agreement, the Custodian shall deliver to the Agent and the Seller, no later than 11:00 a.m., New York City time, on a Purchase Date, an updated Mortgage Loan Schedule and Exception Report to the Master Trust Receipt in respect of all Mortgage Loans to be purchased by the Buyer on such Purchase Date. The Seller acknowledges that Mortgage Loans listed in any Exception Report are not Eligible Mortgage Loans and the Buyer is not obligated to enter into any Transaction with respect to any Mortgage Loan listed in any Exception Report. (e) Subject to Section 5 hereof and provided that no Default or Event of Default shall have occurred and be continuing, and the Buyer determines, with respect to the Uncommitted Amount, in its sole discretion to enter into a Transaction, such Transaction will then be entered into by the Buyer on the terms set forth in the Transaction Request or as otherwise agreed by Buyer and Seller, which agreement may be set forth in a ConfirmationBuyer, transferring, via wire transfer, to the account specified by Seller on a Transaction Request, an amount equal to the aggregate Purchase Price for such Transaction in funds immediately available to the Seller, less any amount retained by the Buyer to cure an outstanding Margin Deficiency.