this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Committed Purchase Price.
b. Seller shall request that Administrative Agent enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Notice (A) for any Transaction to occur before 9:00 a.m. on a proposed Purchase Date, by 5:00 p.m. (New York City time) one (1) Business Day prior to such proposed Purchase Date, or (B) for any proposed same-day Transaction, by 4:45 p.m. (New York City time) on such proposed Purchase Date and (ii) to Administrative Agent and Custodian a Mortgage Loan Schedule in accordance with the Custodial and Disbursement Agreement and (iii) to Administrative Agent and Disbursement Agent, with respect to Wet-Ink Mortgage Loans and Correspondent Loans, the Wire Instruction Data in accordance with the Custodial and Disbursement Agreement. By submitting a Mortgage Loan Schedule, Seller hereby agrees that it shall be deemed to have made all of the representations and warranties set forth in the form of Transaction Notice. In the event the Mortgage Loan Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Mortgage Loan Schedule as required herein.
c. Notwithstanding the foregoing, Seller shall not be required to provide one (1) Business Day prior notice with respect to Transactions to occur on the Effective Date, provided however that a Mortgage Loan Schedule is delivered to Administrative Agent and Custodian in connection with such proposed Transactions in accordance with the Custodial and Disbursement Agreement.
d. Administrative Agent may, in its sole and absolute discretion, elect to fund any Pro Rata Portion of any Committed Buyer and provide such funds to Seller (such funding, an “Intraday Funding”) pursuant to the terms of the Administration Agreement.
e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Mortgage Loans to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File and Records, is vested in Buyers. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Mortgage Loans shall be held by the Custodian; provided that, prior to the recordation by the Custodian as provided for in the Custodial and Disbursement Agreement record title in the name of Seller to each Mortgage shall be retained by Seller in trust, for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.