9. Payment and Transfer
a. Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Administrative Agent for the benefit of the Buyers at the following account maintained by Administrative Agent: Bank Name: Bank of New York Mellon, Address: New York, NY, ABA Routing Number: 021-000-018, DDA Number: GLA 111569 BHQ, Ref Description of Transactions Attention: Whole Loan Operations or such other account as Administrative Agent shall specify to Seller in writing. Seller acknowledges that it has no rights of withdrawal from the foregoing account. All Purchased Mortgage Loans transferred by one party hereto to the other party shall be in the case of a purchase by a Buyer in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as Administrative Agent may reasonably request. Any Repurchase Price received by Administrative Agent after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day.
b. All Purchased Mortgage Loans shall be evidenced by a Trust Receipt, provided that, in accordance with the Custodial and Disbursement Agreement, a single end-of-day Trust Receipt with a Mortgage Loan Schedule attached shall be delivered, which Trust Receipt and Mortgage Loan Schedule shall reflect the cumulative activity in respect of such Business Day (it being understood that no Trust Receipts shall be delivered on an intraday basis). In connection with each Transaction during the course of a Business Day, the Custodian shall provide a Notice of Intent to Issue Trust Receipt as provided in the Custodial and Disbursement Agreement.
10. Conditions Precedent
a. Effectiveness of this Agreement. As conditions precedent to the effectiveness of this Agreement and the initial Transaction hereunder, each of the conditions precedent set forth in Article 2 of the Omnibus Agreement shall have been satisfied or waived in accordance with the terms thereof.
b. All Transactions. The obligation of Administrative Agent for the benefit of Buyers to enter into each Transaction (including the initial Transaction) pursuant to this Agreement is subject to the following conditions precedent:
(1) Due Diligence. Buyers shall have completed, to their satisfaction, with respect to mortgage loans, their operational due diligence review, in each case, so as to enable Buyers to confirm the accuracy of the Seller’s representations and warranties as to the Repurchase Assets.
(2) No Material Disruption. No material disruption of claims payments on FHA insured loans shall have occurred (other than any such material disruption that is generally affecting non-bank mortgage servicers and originators with similar claims).