Common use of Initiation; Request/Confirmation; Termination; Transactions Optional Clause in Contracts

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (h) Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (cb) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (dc) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (ed) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (fe) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (gf) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (hg) Notwithstanding any provision of this Agreement or the Custody Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each SellerSellers. In the event that a Seller desires Sellers desire to enter into a Transaction hereunder, such Seller Sellers shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller Sellers shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase DateSellers. (b) Seller In the event that Sellers require additional funds on a particular Purchase Date, Sellers shall give Buyer notice of such request via facsimile or telephone no later than 3:30 p.m. New York City time on such Purchase Date. Sellers shall send Buyer a Request/Confirmation Confirmation, in the form of Exhibit A, indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such SellerSellers. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller Sellers and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such SellerSellers. (d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day promptly after Buyer has delivered the completed Request/Confirmation to the related SellerSellers. (e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related SellerSellers, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller Sellers or its their agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller Sellers hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must (in each case, an “Adjustment Mechanism”) shall be satisfactory to one of the Adjustment Mechanisms set forth in the Underwriting Guidelines; provided, however, that Buyer may, on a prospective basis and in its sole discretion, refuse to fund Mortgage Loans having an Adjustment Mechanism set forth in the Underwriting Guidelines by providing written notice of its decision to Sellers, which notice shall be effective 60 days after the date thereof. (h) Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing. (i) Notwithstanding anything to the contrary contained herein, Buyer shall not be obligated to purchase pay the Purchase Price with respect to any Transaction unless Buyer shall have received funds sufficient to pay the Purchase Price with respect to the requested Transaction from the issuance of commercial paper, extendible notes or other sources of liquidity, in each case to the extent related to the payment of the Purchase Price of such Eligible Loan in a Committed requested Transaction. (j) Notwithstanding anything to the contrary contained herein, the purchase of any Wet Mortgage Loan shall be made in accordance with provisions set forth in Exhibit I attached hereto.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) In the event that Seller requires additional funds on a particular Purchase Date, Seller shall give Buyer notice of such request via facsimile or telephone no later than 3:30 p.m. New York City time on such Purchase Date. Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day promptly after Buyer has delivered the completed Request/Confirmation to the related Seller. (e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must (in each case, an “Adjustment Mechanism”) shall be satisfactory to one of the Adjustment Mechanisms set forth in the Underwriting Guidelines; provided, however, that Buyer may, on a prospective basis and in its sole discretion, refuse to fund Mortgage Loans having an Adjustment Mechanism set forth in the Underwriting Guidelines by providing written notice of its decision to Seller, which notice shall be effective 60 days after the date thereof. (h) Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; provided, however, that, subject to the limitation set forth in Section 10(e)(xvii) herein, if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (cb) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (dc) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (ed) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (fe) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer ▇▇▇▇▇ (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (gf) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (hg) Notwithstanding any provision of this Agreement or the Custodial Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (c) . The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (d) . Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (e) . In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) . In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) . The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (h) . Notwithstanding any provision of this Agreement or the Custodial Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if . Margin Maintenance ------------------ If at any time the aggregate Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Buyer determines may by notice to Seller require Seller in such Transactions, at Buyer's option, to transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer ("Additional Purchased Mortgage Loans"), so that the cash and aggregate Market Value of the Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer's Margin Amount. If the notice to be given by Buyer to Seller under subparagraph (a) above is given at or prior to 10:00 a.m. New York city time on a Mortgage Loan is an Eligible LoanBusiness Day, Seller has shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given after 10:00 a.m. New York City time, Seller shall transfer cash or Additional Purchased Mortgage Loans prior to the close of business in New York City on the Business Day following the date of such notice. Any cash transferred pursuant to this Paragraph shall be held by Buyer as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise complied consent, shall not reduce the Repurchase Price of the related Transaction. Income Payments --------------- Where a particular Transaction's term extends over an Income payment date on the Mortgage Loans subject to that Transaction, all payments and distributions, whether in cash or in kind, made on or with this Agreement respect to the Purchased Mortgage Loans shall, unless otherwise mutually agreed by Buyer and no Seller and so long as an Event of Default has on the part of Seller shall not have occurred and is be continuing, be paid directly to Seller by the related Mortgagor. Buyer shall not be obligated to purchase take any action pursuant to the preceding sentence to the extent that such Eligible Loan action would result in the creation of a Committed TransactionMargin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer, at Buyer's option, cash or Additional Purchased Mortgage Loans sufficient to eliminate such Margin Deficit.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for any terms to be completed by Buyer and the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (cb) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (dc) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (ed) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (fe) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day immediately preceding the day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (gf) The adjustment mechanism and Notwithstanding any provision of this Agreement or the index for any adjustable rate Mortgage Loan must be satisfactory Custody Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. (h) . Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be signed by Seller and complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (cb) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, , (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan representations and warranties contemplated by Paragraph 10(c) hereof, and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (dc) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (ed) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (fe) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (gf) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (hg) Notwithstanding any provision of this Agreement or the Custodial Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if . (h) The representations and warranties provided by Seller to Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, pursuant to Paragraph 3(b)(v) must be satisfactory to Buyer shall be obligated to purchase such Eligible Loan in a Committed Transactionits sole discretion.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each Seller. In the event that a Seller desires to enter into a Transaction hereunder, such Seller shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase Date. (b) In the event that Seller requires additional funds on a particular Purchase Date, Seller shall give Buyer notice of such request via facsimile or telephone no later than 3:30 p.m. New York City time on such Purchase Date. Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such Seller. (d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day after Buyer has delivered the completed Request/Confirmation to the related Seller. (e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller or its agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must be satisfactory to Buyer in its sole discretion. (h) Notwithstanding any provision of this Agreement or the Custodial Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each SellerSellers. In the event that a Seller desires Sellers desire to enter into a Transaction hereunder, such Seller Sellers shall give notice to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller Sellers shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase DateSellers. (b) Seller In the event that Sellers require additional funds on a particular Purchase Date, Sellers shall give Buyer notice of such request via facsimile or telephone no later than 3:30 p.m. New York City time on such Purchase Date. Sellers shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such SellerSellers. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans in a manner satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller Sellers and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such SellerSellers. (d) Each Request/Confirmation shall be binding upon the parties hereto unless written notice of objection is given by the objecting party to the other party within one (1) Business Day promptly after Buyer has delivered the completed Request/Confirmation to the related SellerSellers. (e) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (f) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related SellerSellers, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related Seller Sellers or its their agent of the Purchased Mortgage Loans and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller Sellers hereunder) against the transfer of the Repurchase Price to an account of Buyer. (g) The adjustment mechanism and the index for any adjustable rate Mortgage Loan must (in each case, an “Adjustment Mechanism”) shall be satisfactory to one of the Adjustment Mechanisms set forth in the Underwriting Guidelines; provided, however, that Buyer may, on a prospective basis and in its sole discretion, refuse to fund Mortgage Loans having an Adjustment Mechanism set forth in the Underwriting Guidelines by providing written notice of its decision to Sellers, which notice shall be effective 60 days after the date thereof. (h) Buyer may, in its sole discretion, reject any Mortgage Loan from inclusion in a Transaction hereunder for any reason; provided, however, that, subject to the limitation set forth in Section 10(e)(xvii) herein, if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller Sellers has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction. (i) Notwithstanding anything to the contrary contained herein, the purchase of any Wet Mortgage Loan shall be made in accordance with provisions set forth in Exhibit I attached hereto.

Initiation; Request/Confirmation; Termination; Transactions Optional. (a) Any agreement to enter into a Transaction shall be made in writing at the initiation of each a Seller. In the event that a Seller desires to enter into a Transaction hereunder, such the Seller shall give notice deliver to Buyer via facsimile or telephone prior to 5:00 p.m., Eastern standard New York City time, on the Business Day prior to the proposed Purchase Date. In addition, in the event that a Seller is entering into a Transaction with respect to Wet Mortgage Loans, a Seller shall simultaneously deliver to Buyer a Request for Wire executed by an authorized representative of such Seller. In the event that such Seller desires to enter into a second Transaction with respect to Wet Mortgage Loans on the same Purchase Date, such Seller shall deliver a subsequent Request for Wire to Buyer no later than 9:30 a.m. Pacific standard time on the Purchase DateRequest/Confirmation complete in every respect. (b) Seller shall send Buyer a Request/Confirmation indicating the final amount of the Transaction for such Purchase Date no later than 5:00 p.m. New York City time on such Purchase Date. The Request/Confirmation shall be complete in every respect except for the signature of an authorized representative of Buyer. Buyer shall, upon its receipt and approval thereof, promptly execute and return the signed Request/Confirmation to such Seller. (c) The Request/Confirmation shall describe the Purchased Mortgage Loans HELs in a manner reasonably satisfactory to Buyer (which may be by attaching a Loan Schedule thereto), identify Buyer and the related Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) whether the Mortgage Loan is a Wet Mortgage Loan or a Dry Mortgage Loan and (vi) any additional terms or conditions of the Transaction mutually agreeable to Buyer and such a Seller. (dc) Each Request/Confirmation shall be binding upon the parties hereto (jointly and severally in the case of the Sellers) unless written notice of objection is given by the objecting party to the other party within one (1) by the close of business on the Business Day after following the date on which Buyer has delivered the completed Request/Confirmation to the related a Seller. (ed) In the event of any conflict between the terms of a Request/Confirmation and this Agreement, such Request/Confirmation shall prevail. (fe) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or the related applicable Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by resale by Buyer to the related a Seller or its agent of the Purchased Mortgage Loans HELs and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, the related Seller Sellers hereunder) against the transfer of the Repurchase Price to an account of Buyer. (gf) The adjustment mechanism and the index for any adjustable rate Mortgage Loan HEL must be reasonably satisfactory to Buyer. (g) Notwithstanding any provision of this Agreement or the Custodial Agreement to the contrary, the initiation of each Transaction is subject to the approval of Buyer in its sole discretion. (h) . Buyer may, in its sole discretion, reject any Mortgage Loan HEL from inclusion in a Transaction hereunder for any reason; if Buyer determines that a Mortgage Loan is an Eligible Loan, Seller has otherwise complied with this Agreement and no Event of Default has occurred and is continuing, Buyer shall be obligated to purchase such Eligible Loan in a Committed Transaction.