Common use of Purchase Requests Clause in Contracts

Purchase Requests. Seller shall deliver to Purchaser a Purchase Request at least three Business Days prior to the proposed Purchase Date for any Purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Purchaser shall indicate its acceptance or declination of each Purchase Request by completing the appropriate section of the Purchase Request and returning the copy thereof to Seller; provided, however, that Purchaser hereby agrees to accept each Purchase Request if all of the conditions to such Purchase provided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request to Seller within at least three Business Days prior to the proposed Purchase Date (five Business Days, if the related Purchase Request was received by Purchaser at least two calendar weeks prior to the proposed Purchase Date), Purchaser shall be deemed to have accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Purchaser shall pay Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the documents required to be delivered by Seller pursuant to Section 2.03.

Purchase Requests. Seller shall deliver to Purchaser a Purchase Request at least three five Business Days prior to the proposed Purchase Date for any Purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Purchaser shall indicate its acceptance or declination of each Purchase Request by completing the appropriate section of the Purchase Request and returning the copy thereof to Seller; provided, however, that Purchaser hereby agrees to accept each such Purchase Request if the Initial Tranche Amount relating to such Purchase Request (together with the aggregate Initial Tranche Amount relating to any Purchase Requests then outstanding) would not exceed the Available Amount and if all of the conditions to such Purchase provided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans2.2 hereof) have been satisfied. With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request to Seller within at least three Business Days prior to the proposed Purchase Date (five Business Days, if the related Purchase Request was received by Purchaser at least two calendar weeks prior to the proposed Purchase Date), Purchaser shall be deemed to have accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the Subsequent Mortgage Loans Eligible Assets subject to such Purchase, which losses shall be limited to costs incurred by Purchaser by reason of the liquidation or reemployment of funds acquired by Purchaser to fund such Purchase. In addition, Purchaser shall undertake to take all commercially reasonable steps to mitigate Seller's indemnity hereunder. Purchaser shall indemnify Seller and hold it harmless against any Losses incurred by Seller as a result of any failure by Purchaser to purchase (to the extent that Purchaser is obligated to do so) the Eligible Assets subject to any Purchase Request accepted by Purchaser, which losses shall be limited to excess interest costs or net repurchase obligations incurred by Seller in making alternative arrangements for disposition or financing of the Eligible Assets for up to 90 days ("Alternative Financing") which shall be calculated as the sum of (A) the difference between (i) the total interest cost or the repurchase price of such Eligible Assets (net of the purchase price received by Seller related thereto), in each case paid by Seller in connection with the Alternative Financing at the end of the relevant Tranche Period for the related Eligible Assets, and (ii) the Net Securities Amount which would have been received by Purchaser if Purchaser held the Eligible Assets for the balance of the then existing Tranche Period for such Eligible Assets and such Eligible Assets had amortized in accordance with their terms; and (B) reasonable transaction costs, if any, incurred by Seller in connection with the Alternative Financing. In any event, Seller shall undertake to take all commercially reasonable steps to mitigate Purchaser's indemnity hereunder. Each Purchase shall cover the Eligible Assets identified in a schedule (the "Eligible Asset Schedule") attached to the related Purchase Request. Each Purchase Request shall specify the type of Eligible Asset, the Purchase Price Percentage and date of such requested Purchase, the Initial Tranche Amount together with the Tranche Term and Tranche Rate requested by Seller with respect thereto in accordance with Section 2.6 hereof, the Market Movement Allowance, Recourse Amount, Gain Amount and such other matters as may be specified on the form of the Purchase Request attached hereto as Exhibit C. On the applicable Purchase Date, the Purchaser shall pay to Seller the Purchase Price Initial Tranche Amount for the related Subsequent Mortgage Loans Eligible Assets against receipt of the documents required to be delivered by Seller pursuant to Section 2.032.2, 2.3 or 2.4 hereof, as the case may be.

Purchase Requests. Seller shall deliver to Purchaser a Purchase Request at least three Business Days prior to the proposed Purchase Subsequent Transfer Date for any Purchase purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Purchaser shall indicate its acceptance or declination of each Purchase Request by completing the appropriate section of the Purchase Request and returning the copy thereof to Seller; provided, however, that Purchaser hereby agrees to accept each Purchase Request if all of the conditions to such Purchase provided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request to Seller within at least three Business Days prior to the proposed Purchase Date (five Business Days, if the related Purchase Request was received by Purchaser at least two calendar weeks prior to the proposed Purchase Date), Purchaser shall be deemed to have accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Purchaser shall pay Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the documents required to be delivered by Seller pursuant to Section 2.03.

Purchase Requests. Seller shall deliver to Purchaser a ----------------- Purchase Request at least three Business Days prior to the proposed Purchase Date for any Purchase of Subsequent Mortgage Loans (unless otherwise agreed by the parties). Purchaser shall indicate its acceptance or declination of each Purchase Request by completing the appropriate section of the Purchase Request and returning the copy thereof to Seller; provided, however, that Purchaser hereby agrees to accept each -------- Purchase Request if all of the conditions to such Purchase provided for in this Agreement (including, without limitation, Section 2.02 hereof and the conditions with respect to the purchase of Subsequent Mortgage Loans) have been satisfied. With respect to all Purchase Requests, if Purchaser does not send a copy of a completed Purchase Request to Seller within at least three Business Days prior to the proposed Purchase Date (five Business Days, if the related Purchase Request was received by Purchaser at least two calendar weeks prior to the proposed Purchase Date), Purchaser shall be deemed to have accepted such Purchase Request. Each Purchase Request accepted by Purchaser shall be irrevocable and binding on Purchaser and Seller. Seller shall indemnify Purchaser and hold it harmless against any Losses incurred by Purchaser as a result of any failure by Seller to timely deliver the Subsequent Mortgage Loans subject to such Purchase. On the applicable Purchase Date, the Purchaser shall pay Seller the Purchase Price for the related Subsequent Mortgage Loans against receipt of the documents required to be delivered by Seller pursuant to Section 2.03.