Common use of Preliminary Approval of Proposed Transaction Asset Clause in Contracts

Preliminary Approval of Proposed Transaction Asset. (i) Seller may, from time to time, submit to Buyer a Preliminary Due Diligence Package for Buyer's review and approval in order to request a Transaction hereunder with respect to any proposed Transaction Asset that Seller proposes to sell to Buyer and to be included in the Aggregate Margin Maintenance Asset Value in connection with such Transaction. (ii) Upon Buyer's receipt of a complete Preliminary Due Diligence Package, Buyer within two (2) Business Days shall have the right to request, in Buyer's sole and absolute discretion, additional diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer's receipt of all of the Diligence Materials or Buyer's waiver thereof, Buyer, within five (5) Business Days, shall either (A) notify Seller of the Maximum Purchase Rate (which may be less than the Purchase Rate set forth in the definition of Eurodollar Rate Spread) and the Asset Value for the proposed Transaction Asset or (B) deny, in Buyer's sole and absolute discretion, Seller's request for a Transaction. Buyer's failure to respond to Seller within five (5) Business Days following receipt of all Diligence Materials or Buyer's written waiver thereof shall be deemed to be a denial of Seller's request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Nothing in this Section 3.03(a)(ii) or elsewhere in this Agreement shall, or be deemed to, prohibit Buyer from determining in its sole discretion the adequacy, correctness and appropriateness of, or from disapproving, any and all financial and other underwriting data required to be supplied by Seller under this Agreement.

Preliminary Approval of Proposed Transaction Asset. (i) Seller may, from time to timetime during the Purchase Period, submit to Buyer a Preliminary Due Diligence Package for Buyer's ’s review and approval in order to request a Transaction hereunder with respect to any proposed Transaction Asset that Seller proposes to sell to Buyer. Notwithstanding the foregoing, (A) a complete Preliminary Due Diligence Package for Citi Assets need include only the summary memorandum described in clause (i) of the definition of Preliminary Due Diligence Package, and (B) [with respect to DYT Assets initially selected by Buyer and under Section 3.04(a), Seller shall be required to submit a DYT Asset Due Diligence Package within the time specified in Section 3.04(a)]. In no event shall Buyer be included in obligated to enter into any Transaction after the Aggregate Margin Maintenance Asset Value in connection with such Transactionexpiration of the Purchase Period. (ii) Upon With respect to Eligible Transaction Assets other than DYT Assets, upon Buyer's ’s receipt of a complete Preliminary Due Diligence Package, Buyer within two (2) Business Days shall have the right (other than with respect to Citi Assets) to request, in Buyer's ’s sole and absolute discretion, additional diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer's ’s receipt of all of the Diligence Materials or Buyer's ’s waiver thereof, Buyer, within five (5) Business Days, shall either (A) notify Seller of the Maximum Purchase Rate (which may be less than the Purchase Rate set forth in the definition of Eurodollar Rate Spread) and the Asset Value for the proposed Transaction Asset or (B) deny, in Buyer's ’s sole and absolute discretion, Seller's ’s request for a Transaction. Buyer's ’s failure to respond to Seller within five (5) Business Days following receipt of all Diligence Materials or Buyer's ’s written waiver thereof shall be deemed to be a denial of Seller's ’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Nothing in this Section 3.03(a)(ii) or elsewhere in this Agreement shall, or be deemed to, prohibit Buyer from determining in its sole discretion the adequacy, correctness and appropriateness of, or from disapproving, any and all financial and other underwriting data required to be supplied by Seller under this Agreement.

Preliminary Approval of Proposed Transaction Asset. (i) Each Seller may, from time to time, submit to Buyer a Preliminary Due Diligence Package for Buyer's review and approval in order to request a Transaction hereunder with respect to any proposed Transaction Asset that such Seller proposes to sell to Buyer and to be included in the Aggregate Margin Maintenance Asset Value in connection with such Transaction. (ii) Upon Buyer's receipt of a complete Preliminary Due Diligence Package, Buyer within two (2) Business Days shall have the right to request, in Buyer's sole and absolute discretion, additional diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer's receipt of all of the Diligence Materials or Buyer's waiver thereof, Buyer, within five (5) Business Days, shall either (A) notify the relevant Seller of the Maximum Purchase Rate (which may be less than the Purchase Rate set forth in the definition of Eurodollar Rate Spread) and the Asset Value for the proposed Transaction Asset or (B) deny, in Buyer's sole and absolute discretion, the relevant Seller's request for a Transaction. Buyer's failure to respond to a Seller within five (5) Business Days following receipt of all Diligence Materials or Buyer's written waiver thereof shall be deemed to be a denial of such Seller's request for a Transaction, unless Buyer and such Seller have agreed otherwise in writing. Nothing in this Section 3.03(a)(ii) or elsewhere in this Agreement shall, or be deemed to, prohibit Buyer from determining in its sole discretion the adequacy, correctness and appropriateness of, or from disapproving, any and all financial and other underwriting data required to be supplied by Seller Sellers under this Agreement.

Preliminary Approval of Proposed Transaction Asset. (i) Seller may, from time to timetime during the Purchase Period, submit to Buyer a Preliminary Due Diligence Package for Buyer's ’s review and approval in order to request a Transaction hereunder with respect to any proposed Transaction Asset that Seller proposes to sell to Buyer. Notwithstanding the foregoing, (A) a complete Preliminary Due Diligence Package for GS Assets need include only the summary memorandum described in clause (i) of the definition of Preliminary Due Diligence Package, and (B) with respect to DYT Assets initially selected by Buyer and under Section 3.04(a), Seller shall be required to submit a DYT Asset Due Diligence Package within the time specified in Section 3.04(a). In no event shall Buyer be included in obligated to enter into any Transaction after the Aggregate Margin Maintenance Asset Value in connection with such Transactionexpiration of the Purchase Period. (ii) Upon With respect to Eligible Transaction Assets other than DYT Assets, upon Buyer's ’s receipt of a complete Preliminary Due Diligence Package, Buyer within two (2) Business Days shall have the right (other than with respect to GS Assets) to request, in Buyer's ’s sole and absolute discretion, additional diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer's ’s receipt of all of the Diligence Materials or Buyer's ’s waiver thereof, Buyer, within five (5) Business Days, shall either (A) notify Seller of the Maximum Purchase Rate (which may be less than the Purchase Rate set forth in the definition of Eurodollar Rate Spread) and the Asset Value for the proposed Transaction Asset or (B) deny, in Buyer's ’s sole and absolute discretion, Seller's ’s request for a Transaction. Buyer's ’s failure to respond to Seller within five (5) Business Days following receipt of all Diligence Materials or Buyer's ’s written waiver thereof shall be deemed to be a denial of Seller's ’s request for a Transaction, unless Buyer and Seller have agreed otherwise in writing. Nothing in this Section 3.03(a)(ii) or elsewhere in this Agreement shall, or be deemed to, prohibit Buyer from determining in its sole discretion the adequacy, correctness and appropriateness of, or from disapproving, any and all financial and other underwriting data required to be supplied by Seller under this Agreement.