Common use of All Transactions Clause in Contracts

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are due; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller shall have deposited all amounts required under Section 6.2(g) into the Custodial Account.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, Buyer in form and substance satisfactory to Buyer and not later than two (2) Business Days prior to the Transaction Request Deadlinerequested Purchase Date: (i) a Transaction Request for the Assets subject to the proposed Transaction; (ii) an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loanreport; (iii) to the Custodian, a copy of a Purchase Commitment complete Mortgage Loan File for each Mortgage Loan subject to the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwiseproposed Transaction; (iv) written evidence that all third-party due diligence with respect to each Mortgage Loan subject to the proposed Transaction Requirements have been satisfiedperformed by a diligence provider acceptable to Buyer in its sole discretion; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) [reserved]; (c) on each Purchase Date, no later than three (3) hours (or such other timeframe approved by Buyer in its sole and absolute discretion) prior to Buyer’s transfer of the related Purchase Price to Seller pursuant to Section 3.5, a trust receipt delivered from the Custodian pursuant to the Custodial Agreement in form and substance acceptable to Buyer; (d) solely with respect to Transactions for which ▇▇▇▇▇▇ has requested Buyer to fund the Purchase Price and the related Haircut to the Approved Payee, an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Over/Under Funding Deposit Account; (ce) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer or its designee, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designee, a Trade Assignment executed by Guarantor that satisfies the requirements set forth in Section 7.2(p); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all Facility fees (including Exit Fees and Unused Facility Fees Draw Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dh) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired, except in all cases for Mortgage Loans that no longer constitute Related Mortgage Loans; (i) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (ej) the representations and warranties of Guarantor and Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer▇▇▇▇▇, Buyer ▇▇▇▇▇ shall have received an officer’s certificate signed by a responsible officer of Guarantor and Seller certifying as to the truth and accuracy of same; (fk) if required by BuyerSeller, Seller Parent Guarantor and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the GuaranteeParent Guaranty Agreement or the Guaranty and Security Agreement (including, but not limited to, fulfilling any claim made by Buyer under the Guaranty and Security Agreement or Parent Guaranty Agreement) and any other Principal Agreement, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gl) no Potential Default, Event of Default Early Termination, Event of Default, Material Adverse Effect with respect to Seller, Parent Guarantor or a Material and Adverse Change Guarantor or Cease Funding Event shall have occurred and be continuing; andcontinuing or would result from such Transaction; (hm) no Servicer Termination Event shall have occurred and be continuing and, at any time at which Guarantor is not the Servicer, to the extent not already provided, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or a Servicer Notice, if applicable, shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (n) to the extent any amendments or updates to the Underwriting Guidelines relate to the Mortgage Loans proposed to be subject to such Transaction, Buyer shall have received a copy of any such amendments or updates certified by Guarantor to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the Underwriting Guidelines and Buyer shall have approved any such material amendments or updates. Any such amendment shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis. Any such material amendment or update may be rejected by ▇▇▇▇▇, in its sole and absolute discretion, by delivering notice of such rejection to Seller following receipt thereof and, for purposes of clarity, any such Underwriting Guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update; (o) Guarantor or Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(g6.2(h) into the Custodial Account; (p) with respect to any Trade Assignment, Guarantor hereby acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage-Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Buyer, in form and substance satisfactory to Buyer and the Takeout Investor and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment executed by Guarantor, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (q) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed the product of the applicable Type Sublimit (expressed as a decimal and as determined by the Type of Purchased Asset) and the Aggregate Transaction Limit; (r) without the prior approval of Buyer in its sole and absolute discretion, the Purchase Date for any Transaction shall only occur on a Business Day, and there shall be no more than two (2) Transaction Requests submitted during any calendar week; provided, that any such Transaction Request must be delivered two (2) Business Days prior to the requested Purchase Date; and (s) Buyer shall have determined that it has satisfactorily completed, in the reasonable discretion of Buyer, any due diligence with respect to Seller, the Purchased Assets, the Transaction or any other matters. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether ▇▇▇▇▇ enters into any Transaction shall be at the sole discretion of Buyer.

All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline:4:00 p.m. (New York City time): (i) a an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) to the Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a Trade Assignment executed by Seller, together with a true and complete copy of a the related Purchase Commitment for any Assets subject to the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwiseproposed Transaction that are subject to a Purchase Commitment; (iv) written evidence for each Mortgage Loan that all is subject to the proposed Transaction Requirements that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or bailee letter or Seller’s Release, as applicable, for such Mortgage Loan. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Loan, and each such release and Uniform Commercial Code termination statement has been satisfieddelivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage File; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) for Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the minimum required balanceMinimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10; (d) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with Section 3 of the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller; (e) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security; (f) Seller shall have paid all fees (including Facility Fees and Unused Facility Fees Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dg) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (h) Seller shall have designated an one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (ei) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fj) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gk) no Potential Default, Event of Default or a Material and Adverse Change Effect shall have occurred and be continuing; (l) if applicable, a Servicing Agreement duly executed by the Servicer and Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer; (m) Buyer shall have received a copy of any amendments or updates to Seller’s underwriting guidelines certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved such amendments; (n) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; and (ho) Seller Buyer shall have deposited all amounts required received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Purchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under Section 6.2(g) no obligation to enter into any Transaction with respect to the Custodial AccountUncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including or whether to continue a Transaction, in the initial Transactioncase of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller loanDepot Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage LoanUnderlying Asset, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage LoanUnderlying Asset, unless such Purchased Mortgage Loan Underlying Asset is a Wet Mortgage Loan; (iii) a copy of a the Purchase Commitment for the related Purchased Mortgage LoanUnderlying Asset, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all [reserved]; (v) a schedule identifying each Underlying Asset related to a Participation Interest subject to the proposed Transaction Requirements have been satisfiedas either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Mortgage Loan for which the originator received the related application prior to January 10, 2014, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇▇▇ ▇▇▇▇, as applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees, Unused Facility Fees and Unused Minimum Facility Fees Amount Spread Maintenance Premium that are duedue have been paid by (x) prior to a Potential Default or Event of Default, Seller and (y) on and after the occurrence of a Potential Default or Event of Default, loanDepot Parties; (d) Seller loanDepot Parties shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller loanDepot Parties set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller loanDepot Parties certifying as to the truth and accuracy of same; (f) if required by Buyer, each of Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; (h) loanDepot Parties hereby acknowledge that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. loanDepot Parties hereby acknowledge and agree to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Guarantor, together with a true and complete copy of the related Purchase Commitment for any Pooled Mortgage Loans or Mortgage-Backed Security subject to the proposed Transaction that are subject to a Purchase Commitment; and (hi) Seller Buyer will not enter into Transactions with respect to Jumbo Aggregation Mortgage Loans unless cash management arrangements satisfactory to Buyer are put in place. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall have deposited all amounts required be under Section 6.2(g) no obligation to enter into any Transaction, including, without limitation, Transactions the Custodial Accountsubject of which are Participation Interests related to eMortgage Loans, and whether the Buyer enters into any Transaction shall be at the sole and good faith discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, Buyer in form and substance satisfactory to Buyer and not later than two (2) Business Days prior to the Transaction Request Deadlinerequested Purchase Date: (i) a Transaction Request for the Assets subject to the proposed Transaction; (ii) an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loanreport; (iii) to the Custodian, a copy of a Purchase Commitment complete Mortgage Loan File for each Mortgage Loan subject to the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwiseproposed Transaction; (iv) written evidence that all third-party due diligence with respect to each Mortgage Loan subject to the proposed Transaction Requirements have been satisfiedperformed by a diligence provider acceptable to Buyer in its sole discretion; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) [reserved]; (c) on each Purchase Date, no later than three (3) hours (or such other timeframe approved by Buyer in its sole and absolute discretion) prior to Buyer’s transfer of the related Purchase Price to Seller pursuant to Section 3.5, a trust receipt delivered from the Custodian pursuant to the Custodial Agreement in form and substance acceptable to Buyer; (d) solely with respect to Transactions for which Seller has requested Buyer to fund the Purchase Price and the related Haircut to the Approved Payee, an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Over/Under Funding Deposit Account; (ce) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer or its designee, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designee, a Trade Assignment executed by Guarantor that satisfies the requirements set forth in Section 7.2(p); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all Facility fees (including Exit Fees and Unused Facility Fees Draw Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dh) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired, except in all cases for Mortgage Loans that no longer constitute Related Mortgage Loans; (i) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (ej) the representations and warranties of Guarantor and Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Guarantor and Seller certifying as to the truth and accuracy of same; (fk) if required by BuyerSeller, Seller Parent Guarantor and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the GuaranteeParent Guaranty Agreement or the Guaranty and Security Agreement (including, but not limited to, fulfilling any claim made by Buyer under the Guaranty and Security Agreement or Parent Guaranty Agreement) and any other Principal Agreement, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gl) no Potential Default, Event of Default Early Termination, Event of Default, Material Adverse Effect with respect to Seller, Parent Guarantor or a Material and Adverse Change Guarantor or Cease Funding Event shall have occurred and be continuing; andcontinuing or would result from such Transaction; (hm) no Servicer Termination Event shall have occurred and be continuing and, at any time at which Guarantor is not the Servicer, to the extent not already provided, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or a Servicer Notice, if applicable, shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (n) to the extent any amendments or updates to the Underwriting Guidelines relate to the Mortgage Loans proposed to be subject to such Transaction, Buyer shall have received a copy of any such amendments or updates certified by Guarantor to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the Underwriting Guidelines and Buyer shall have approved any such material amendments or updates. Any such amendment shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis. Any such material amendment or update may be rejected by Buyer, in its sole and absolute discretion, by delivering notice of such rejection to Seller following receipt thereof and, for purposes of clarity, any such Underwriting Guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update; (o) Guarantor or Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(g6.2(h) into the Custodial Account; (p) with respect to any Trade Assignment, Guarantor hereby acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage-Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Buyer, in form and substance satisfactory to Buyer and the Takeout Investor and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment executed by Guarantor, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (q) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed the product of the applicable Type Sublimit (expressed as a decimal and as determined by the Type of Purchased Asset) and the Aggregate Transaction Limit; (r) without the prior approval of Buyer in its sole and absolute discretion, the Purchase Date for any Transaction shall only occur on a Business Day, and there shall be no more than two (2) Transaction Requests submitted during any calendar week; provided, that any such Transaction Request must be delivered two (2) Business Days prior to the requested Purchase Date; and (s) Buyer shall have determined that it has satisfactorily completed, in the reasonable discretion of Buyer, any due diligence with respect to Seller, the Purchased Assets, the Transaction or any other matters. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether Buyer enters into any Transaction shall be at the sole discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to BuyerBuyer and Disbursement Agent, as applicable, in form and substance reasonably satisfactory to Buyer and not later than 4:00 p.m. (New York City time) on the Transaction Request Deadlinerequested Purchase Date: (i) a Transaction Request for the Assets subject to the proposed Transaction; (ii) an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Sellerreport; (iiiii) to a Custodian, the complete Dry Mortgage Loan Documents relating for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise;; and (iv) written evidence that all Transaction Requirements have been satisfied; and (v) subject to any confidentiality restrictions under binding agreements, such other readily available documents pertaining to the Transaction as Buyer may reasonably request, from time to time.time (but excluding any additional Mortgage Loan Documents, except as expressly set forth herein); (b) Seller shall have delivered to Buyer, in form and substance reasonably satisfactory to Buyer and not later than 5:00 p.m. (New York City time) on the Business Day prior to the Purchase Date an estimate, in each case executed by Seller, of the aggregate Purchase Price for all Transactions with respect to which Seller anticipates that Seller will deliver, or has delivered, Transaction Requests with respect to such Purchase Date; (c) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Over/Under Wire-out Account; (cd) for all Wet Mortgage Loans proposed to be sold under such Transaction, (i) Seller shall have delivered to the applicable Closing Agent the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) Guarantor is in possession of the documents set forth in Section 3.6(a) in accordance with Section 3.6(a) and Section 9.9; (e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (i) to Buyer, an executed trust receipt from a Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (ii) to a Custodian (or otherwise made available to a Custodian), all documents, schedules and forms required by and in accordance with the applicable Custodial Agreement, (iii) to Buyer or its designee, a copy of each of the applicable Agency Documents, and (iv) to Buyer or its designee, a Trade Assignment executed by Guarantor that satisfies the requirements set forth in Section 7.2(p); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all Facility fees (including Non-Usage Fees which shall be due and Unused Facility Fees payable based on the Aggregate Transaction Limit, notwithstanding the uncommitted nature of this Agreement), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dh) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired, except in all cases for Mortgage Loans that no longer constitute Related Mortgage Loans; (i) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (ej) the representations and warranties of Guarantor and Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fk) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the GuaranteeGuaranty and Security Agreement, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gl) no Potential Default, Event of Default Early Termination, Event of Default, Material Adverse Effect with respect to Seller or a Material and Adverse Change Guarantor or Cease Funding Event shall have occurred and be continuing; andcontinuing or would result from such Transaction; (hm) no Servicer Termination Event shall have occurred and be continuing and, at any time at which Guarantor is not the Servicer, to the extent not already provided, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or a Servicer Notice, if applicable, shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (n) to the extent any amendments or updates to Guarantor’s underwriting guidelines relate to the Mortgage Loans proposed to be subject to such Transaction, Buyer shall have received a copy of any such amendments or updates certified by Guarantor to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines and with respect to any such amendment or update related exclusively to Jumbo Mortgage Loans, Buyer shall have approved such amendments or updates. Any such amendments shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis. Any such amendment or update related exclusively to Jumbo Mortgage Loans may be rejected by Buyer, in its Discretion, by delivering notice of such rejection to Seller following receipt thereof and, for purposes of clarity, any such underwriting guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update; (o) Guarantor or Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(g6.2(h) into the Custodial Account; (p) with respect to any Trade Assignment, Guarantor hereby acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Buyer, in form and substance reasonably satisfactory to Buyer and the Approved Investor and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment executed by Guarantor, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (q) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed the product of the applicable Type Sublimit (expressed as a decimal and as determined by the Type of Purchased Asset) and the Aggregate Outstanding Purchase Price; (r) without the prior approval of Buyer, the Purchase Date for any Transaction shall only occur on a Business Day and there shall be no more than [***]Transaction Requests submitted on any Business Day; (s) Buyer shall have determined that it has satisfactorily completed, in the Discretion of Buyer, any due diligence with respect to Seller, the Purchased Assets, the Transaction or any other matters; (t) no unfulfilled claim has been made by Buyer under the Guaranty and Security Agreement; and (u) with respect to each Purchased Asset, Guarantor has delivered to Buyer or a Custodian each of the Mortgage Loan Documents in accordance with and pursuant to Section 3.3. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, Buyer shall be under no obligation to enter into any Transaction and whether Buyer enters into any Transaction shall be at the Discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are due; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction and whether the Buyer enters into any Transaction shall be at the sole and good faith discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer or Disbursement Agent, as applicable, in form and substance satisfactory to Buyer and not later than 4:30 p.m. (New York City time) on the requested Purchase Date: (i) a Transaction Request for the Assets subject to the proposed Transaction; (ii) an Asset Data Record for the Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report; (iii) to the Custodian, a complete Mortgage Loan File for each Mortgage Loan subject to the proposed Transaction, unless such Mortgage Loan is a Wet Mortgage Loan; and (iv) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time; (b) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than 7:00 p.m. (New York City time) on the Business Day prior to the Purchase Date an estimate, in each case executed by Seller, of the aggregate Purchase Price for all Transactions with respect to which Seller anticipates that Seller will deliver, or has delivered, Transaction Request Deadline: (i) a Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller Requests with the PIN or the handwritten signature of an authorized officer of Sellerrespect to such Purchase Date; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (bc) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Over/Under Wire-out Account; (cd) for all Wet Mortgage Loans proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) Seller is in possession of the documents set forth in Section 3.7(a) in accordance with Section 3.7(a) and Section 9.9; (e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer or its designee, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designee, a Trade Assignment executed by Seller that satisfies the requirements set forth in Section 7.2(p); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all Facility Fees fees, expenses, indemnity payments and Unused Facility Fees other amounts that are duethen due and owing under the Principal Agreements; (dh) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (i) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (ej) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fk) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gl) no Potential Default, Event of Default Early Termination, Event of Default, Material Adverse Effect with respect to Seller or a Material and Adverse Change Cease Funding Event shall have occurred and be continuing; andcontinuing or would result from such Transaction; (hm) no Servicer Termination Event shall have occurred and be continuing and, at any time at which Seller is not the Servicer, to the extent not already provided, a Servicing Agreement duly executed by the Servicer and Seller or a Servicer Notice, if applicable, shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (n) to the extent any amendments or updates to Seller’s underwriting guidelines relate to the Mortgage Loans proposed to be subject to such Transaction, Buyer shall have received a copy of any such amendments or updates certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines and Buyer shall have approved such amendments or updates. Any such amendment shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis. Any such amendment or update may be rejected by Buyer, in its sole and absolute discretion, by delivering notice of such rejection to Seller within thirty (30) calendar days following receipt thereof and, for purposes of clarity, any such underwriting guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update; (o) Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(g6.2(i) into the Custodial Account; (p) with respect to any Trade Assignment, Seller hereby acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Buyer, in form and substance satisfactory to Buyer and the Approved Investor and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (q) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed any Concentration Limit, as applicable; (r) without the prior approval of Buyer, the Purchase Date for any Transaction shall only occur on a Business Day and there shall be no more than six (6) Transaction Requests submitted on any Business Day; and (s) Buyer shall have determined that it has satisfactorily completed, in the reasonable discretion of Buyer, any due diligence with respect to Seller, the Purchased Assets, the Transaction or any other matters. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction and whether Buyer enters into any Transaction shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether Buyer’s obligation to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are duethen due and payable; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letterapplicable) shall have performed all agreements to be performed by them hereunder and under the GuaranteeGuarantee (if applicable), respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account.

All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable, one or more of which may be waived in writing by Buyer in its sole discretion: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline:4:00 p.m. (New York City time): (i) a an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) to the Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a Trade Assignment executed by Seller, together with a true and complete copy of a the related Purchase Commitment for any Assets subject to the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwiseproposed Transaction that are subject to a Purchase Commitment; (iv) written evidence for each Mortgage Loan that all is subject to the proposed Transaction Requirements that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release, for such Mortgage Loan that is duly executed by the related secured party and Seller. Such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Loan, and each such release and Uniform Commercial Code termination statement has been satisfieddelivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage File; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) for Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to (i) one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut plus the minimum required balance, as set forth in Section 3.5(a(if any), shall be on deposit in the Over/Under Account and (ii) the Disbursement Agent, the Wire Instruction Data shall be delivered to the Buyer and Custodian and an amount equal to the related Haircut shall be on deposit in the Disbursement Account, each in accordance with the Custodial Agreement; (c) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10; (d) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed Certified Mortgage Loan Trust Receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller; (e) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security; (f) Seller shall have paid all fees (including Facility Fees, Commitment Fees and Unused Facility Fees Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dg) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (h) Seller shall have designated an one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (ei) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fj) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gk) no Potential Default, Event of Default or a Material and Adverse Change Effect shall have occurred and be continuing; (l) if applicable, a Servicing Agreement duly executed by the Servicer and Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer; (m) Buyer shall have received a copy of any amendments or updates to Seller’s underwriting guidelines certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved such amendments; (n) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; and (ho) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer (or Custodian if set forth below) considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Certified Mortgage Loans on the related Pooling Date or a Transaction in respect of Certified Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the to Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a true and complete copy of a Purchase Commitment for the related Purchased Mortgage LoanAssets subject to the proposed Transaction, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (bi) an amount equal On or prior to the Haircut plus Pooling Date for any Certified Mortgage Loan that is a Pooled Mortgage Loan, Seller shall deliver or cause to be delivered to Buyer (A) to Buyer an executed Certified Mortgage Loan Trust Receipt from the minimum Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) all documents, schedules and forms required balanceby and in accordance with Section 6(a)(iii) of the Custodial Agreement, to Custodian (or otherwise made available to Custodian), and (C) to Buyer (1) a copy of the fully completed Form HUD 11705 (Schedule of Subscribers), ▇▇▇▇▇▇ ▇▇▇ Form 2014 (Delivery Schedule) or ▇▇▇▇▇▇▇ Mac Form 381 (Contract Delivery Summary) and ▇▇▇▇▇▇▇ Mac Form 939 (Settlement and Information Multiple Registration Form), as applicable, designating Buyer as the party authorized to receive the related Mortgage-Backed Securities, duly executed by Seller, and (2) a copy of the Form HUD 11706 (Schedule of Pooled Mortgages) and the reverse side of Form HUD 11706 (Initial Certification), ▇▇▇▇▇▇ Mae Form 2005 (Schedule of Mortgages with Magnetic Tape Format Instructions), or ▇▇▇▇▇▇▇ Mac Form 11 (Mortgage Submission Schedule) and ▇▇▇▇▇▇▇ Mac Form 13SF (Mortgage Submission Voucher) or Selling System computer tape, as applicable, that has been delivered to the applicable Agency indicating Custodian’s initial certification of the Certified Mortgage Loans; and (ii) On or prior to the or Purchase Date for any Certified Mortgage Loan that is a Portfolio Mortgage Loan, Seller shall deliver or cause to be delivered to Buyer (A) to Buyer an executed Certified Mortgage Loan Trust Receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) all documents, schedules and forms required by and in accordance with Section 6(a)(iii) of the Custodial Agreement, to Custodian (or otherwise made available to Custodian), and (C) to Buyer, copy of the Form HUD 11706 (Schedule of Pooled Mortgages) and the reverse side of Form HUD 11706 (Initial Certification), ▇▇▇▇▇▇ ▇▇▇ Form 2005 (Schedule of Mortgages with Magnetic Tape Format Instructions), or ▇▇▇▇▇▇▇ Mac Form 11 (Mortgage Submission Schedule) and ▇▇▇▇▇▇▇ Mac Form 13SF (Mortgage Submission Voucher) or Selling System computer tape, as applicable, that has been delivered to the applicable Agency indicating Custodian’s initial certification of the Certified Mortgage Loans (collectively, with the documents set forth in Section 3.5(asubclause (b)(i) above, the “Agency Documents”), shall be on deposit in the Over/Under Account; (c) On or prior to the related Settlement Date for any Mortgage-Backed Security, Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security. (d) Seller shall have paid all fees (including Facility Fees and Unused Facility Fees Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (de) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (f) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (eg) the The representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fh) if If required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gi) no No Potential Default, Event of Default or a Material and Adverse Change Effect shall have occurred and be continuing; and; (hj) If applicable, a Servicing Agreement duly executed by the Servicer and Seller and a Servicer Notice duly executed by the Servicer; (k) Buyer shall have received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) in immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Purchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File. (l) A copy of any amendments or updates to Seller’s underwriting guidelines certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines; (m) For each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; (n) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account; and (o) On or prior to the Pooling Date or Purchase Date for any Eligible Certified Mortgage Loan, to the extent not provided on or prior to the Closing Date, Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer, the ▇▇▇▇▇▇▇ Mac Agreement or the ▇▇▇▇▇▇ ▇▇▇ Agreement, as applicable based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline:4:00 p.m. (New York City time): (i) a an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) to the Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a Trade Assignment executed by Seller, together with a true and complete copy of a the related Purchase Commitment for any Assets subject to the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwiseproposed Transaction that are subject to a Purchase Commitment; (iv) written evidence for each Mortgage Loan (including, without limitation, any Correspondent Mortgage Loan) that all is subject to the proposed Transaction Requirements that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release or Seller’s Release, as applicable, for such Mortgage Loan that is duly executed by the appropriate party(ies) thereto. Such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Loan, and each such release and Uniform Commercial Code termination statement has been satisfieddelivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage File; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) for Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to (i) one or more Approved Payees (other than the Disbursement Agent) directly by Buyer on behalf of Seller, an amount equal to the related Haircut (if any) plus the minimum required balanceMinimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account and (ii) the Disbursement Agent, the Wire Instruction Data and Seller’s Release, if applicable, shall be delivered to the Buyer and Custodian and an amount equal to the related Haircut shall be on deposit in the Operating Account, each in accordance with the Custodial Agreement; (c) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10; (d) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed Certified Mortgage Loan Trust Receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with Section 3 of the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller; (e) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security; (f) Seller shall have paid all fees (including Facility Fees and Unused Facility Fees Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dg) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (h) Seller shall have designated an one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (ei) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fj) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gk) no Potential Default, Event of Default or a Material and Adverse Change Effect shall have occurred and be continuing; and; (hl) if applicable, a Servicing Agreement duly executed by the Servicer and Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer; (m) Buyer shall have received a copy of any amendments or updates to Seller’s underwriting guidelines certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the underwriting guidelines, and Buyer shall have approved such amendments; (n) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; (o) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account; and (p) Buyer shall have received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Purchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction under the Existing Repurchase Agreement), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to BuyerBuyer and Disbursement Agent, as applicable, in form and substance satisfactory to Buyer and not later than [***] (New York City time) on the Transaction Request Deadlinerequested Purchase Date: (i) a Asset Data Record Transaction Request for the Purchased Mortgage LoanAssets subject to the proposed Transaction; and to the Custodian, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) Pursuant to Section 3.1, Seller shall have delivered to Buyer a Prefunding Request on the Business Day prior to the Purchase Date for the Transactions with respect to which Seller anticipates that Seller will deliver, or has delivered, Transaction Requests with respect to such Purchase Date; (c) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Over/Under Wire-out Account; (cd) for all Wet Mortgage Loans proposed to be sold under such Transaction, the documents required to be delivered as required pursuant to Section 3.6(a); (e) solely with respect to Dry Mortgage Loans, an executed Trust Receipt from the Custodian relating to such Dry Mortgage Loans in form and substance as set forth in the Custodial and Disbursement Agreement; (f) [Reserved]; (g) [Reserved]; (h) Seller shall have paid all Facility Fees fees (including Non-Usage Fees, Minimum Utilization Fees, Margin Deficits and Unused Facility Fees Upfront Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (di) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired, except in all cases for Mortgage Loans that no longer constitute Related Mortgage Loans; (j) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (ek) the representations and warranties of Guarantor and Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fl) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the GuaranteePrincipal Agreements, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gm) no Potential Default, Event of Default or Material Adverse Effect with respect to Seller or Guarantor shall have occurred and be continuing or would result from such Transaction; (n) no Servicer Termination Event shall have occurred and be continuing and, at any time at which Seller or Guarantor is not the Servicer, to the extent not already provided, a Servicing Agreement duly executed by the applicable Servicer and Seller or Guarantor, as applicable, or a Servicer Notice, if applicable, shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (o) [Reserved]; (p) Guarantor or Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(h) into the Custodial Account; (q) [Reserved]; (r) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed the product of the applicable Type Sublimit (expressed as a decimal and as determined by the Type of Purchased Asset) and the Aggregate Outstanding Purchase Price; (s) [Reserved]; (t) [Reserved]; (u) no unfulfilled claim has been made by Buyer under the Guaranty and Security Agreement; and (v) as determined by Buyer in its sole and absolute discretion exercised in good faith, (A) no Material and Adverse Change Effect shall have occurred and be continuing; and , or (hB) Seller there shall not have deposited all amounts required occurred any event or circumstance that would reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction with respect to the Uncommitted Amount request, Buyer shall be under Section 6.2(g) no obligation to enter into any Transaction with respect to the Custodial AccountUncommitted Amount and whether Buyer enters into any Transaction shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer Administrative Agent, on behalf of Buyers, considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction:), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled ​ ​ ​ Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: ​ (a) Seller shall have delivered to BuyerAdministrative Agent, on behalf of Buyers, in form and substance satisfactory to Buyer Administrative Agent and not later than 5:00 p.m. (New York City time) on the Transaction Request Deadline:requested Purchase Date: ​ (i) a Asset Data Record Transaction Request for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with Assets subject to the PIN or the handwritten signature of an authorized officer of Seller;proposed Transaction; ​ (ii) to the Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan;; and (iii) such other documents as Administrative Agent, on behalf of Buyers, or its counsel, shall have requested. ​ (b) Seller shall have delivered to Administrative Agent, on behalf of Buyers, in form and substance satisfactory to Administrative Agent and not later than 5:00 p.m. (New York City time) on the Business Day prior to the Purchase Date an estimate, in each case executed by Seller, of the aggregate Purchase Price for all Transactions with respect to which Seller anticipates that Seller will deliver, or has delivered, Transaction Requests with respect to such Purchase Date; ​ (c) for all Wet Mortgage Loans proposed to be sold under such Transaction, Seller shall have delivered to the applicable Closing Agent the Irrevocable Closing Instructions and final closing instructions and, if applicable; ​ (d) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Administrative Agent, on behalf of Buyers, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Administrative Agent, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Administrative Agent, on behalf of Buyers, or its designee, a copy of each of the applicable Agency Documents, and (D) to Administrative Agent, on behalf of Buyers, or its designee, a Purchase Commitment for Trade Assignment executed by Seller that satisfies the requirements set forth in Section 7.2(o); ​ (e) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, unless Seller shall have provided Administrative Agent, on behalf of Buyers, or its designee with the Transactions Terms Letter states otherwise;CUSIP number for such Mortgage-Backed Security; ​ (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (cf) Seller shall have paid all Facility Fees fees (including Processing Fees, Unused Fees, Late Payment Fees, Aging Fees, Renewal Fee, and Unused Facility Fees Draw Fees), expenses, indemnity payments and other amounts that are due;then due and owing under the Principal Agreements; ​ (dg) no rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; ​ (h) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;; ​ ​ (ei) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of BuyerAdministrative Agent, Buyer on behalf of Buyers, Administrative Agent shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same;; ​ (fj) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gk) no Potential Default, Event of Default Early Termination, Event of Default, Material Adverse Effect with respect to Seller or a Material and Adverse Change Cease Funding Event shall have occurred and be continuingcontinuing or would result from such Transaction; and​ (hl) no Servicer Termination Event shall have occurred and be continuing and to the extent not already provided, a Servicing Agreement duly executed by the Servicer and Seller or a Servicer Notice, if applicable, shall have been delivered to Administrative Agent, on behalf of Buyers, and the current Servicer has been approved by Administrative Agent; ​ (m) to the extent any amendments or updates to the Underwriting Guidelines relate to the Mortgage Loans proposed to be subject to such Transaction, Administrative Agent, on behalf of Buyers, shall have received a copy of any such amendments or updates certified by Seller to be a true and complete copy (to the extent not already delivered to Administrative Agent, on behalf of Buyers) that clearly identifies the changes to the underwriting guidelines and Administrative Agent, on behalf of Buyers, shall have approved such amendments or updates. Any such amendment shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis. Any such amendment or update may be rejected by Administrative Agent, on behalf of Buyers, in its sole and absolute discretion, by delivering notice of such rejection to Seller following receipt thereof and, for purposes of clarity, any such underwriting guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update; ​ (n) if applicable, Seller shall have deposited (or have caused the Servicer to deposit) all amounts required under Section 6.2(g6.2(i) into the Custodial Collateral Account.; (o) with respect to any Trade Assignment, Seller hereby acknowledges that, in order for any Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage- Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Administrative Agent, on behalf of Buyers, in form and substance satisfactory to Administrative Agent, on behalf of Buyers, and the Approved Investor and not later than 3:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; ​ (p) the Purchase Price for each proposed Transaction shall not cause (i) the Aggregate Outstanding Purchase Price to exceed the Aggregate Transaction Limit, and (ii) the ​ ​ ​

All Transactions. As conditions precedent to Buyer (or the Custodian if set forth below) considering whether to enter into any Transaction hereunder, hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Pooled Mortgage Loans on the related Pooling Date or a Transaction in respect of Pooled Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline:4:00 p.m. (New York City time): (i) a an Asset Data Record for the Purchased Mortgage LoanAssets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) to the Custodian, a complete Mortgage Loan Documents relating File for each Mortgage Loan subject to the Purchased Mortgage Loanproposed Transaction, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise[reserved]; (iv) written evidence for each Mortgage Loan that all is subject to the proposed Transaction Requirements that is also subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, a Warehouse Lender’s Release, bailee letter or Seller’s Release, as applicable for such Mortgage Loan. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Loan, and each such release and Uniform Commercial Code termination statement has been satisfieddelivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File; (v) a schedule identifying each Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage or a Rebuttable Presumption Qualified Mortgage, as applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.; (b) Seller hereby acknowledges that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 p.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Seller, together with a true and complete copy of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (c) for Mortgage Loans proposed to be sold under such Transaction with respect to which the related Purchase Price is to be paid to one or more Approved Payees on behalf of Seller, an amount equal to the related Haircut (if any) plus the minimum required balanceMinimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (cd) for all new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table that are proposed to be sold under such Transaction, Seller shall have delivered to (i) the applicable Closing Agent (with a copy to Buyer) the Irrevocable Closing Instructions and final closing instructions and, if applicable, (ii) to Buyer a copy of the blanket or individual Closing Protection Letter and the related Assignment of Closing Protection Letter duly executed and naming Buyer as the assignee, each in accordance with Section 9.10; (e) on or prior to the Pooling Date for any Pooled Mortgage Loan, Seller shall deliver or cause to be delivered (A) to Buyer, an executed trust receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement, (C) to Buyer, a copy of each of the applicable Agency Documents, and (D) to Buyer, a Trade Assignment executed by such Seller that satisfies the requirements set forth in Section 7.2(b); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loan, Seller shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all fees (including Facility Fees and Unused Facility Fees Fees), expenses, indemnity payments and other amounts that are duethen due and owing under the Principal Agreements; (dh) No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired; (i) Seller shall have designated an one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (ej) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (fk) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (gl) no Potential Default, Event of Default or a Material and Adverse Change Effect shall have occurred and be continuing; and; (hm) if applicable, a Servicing Agreement duly executed by the Servicer and Seller and a Servicer Notice duly executed by the Servicer shall have been delivered to Buyer; (n) Buyer shall have received a copy of any amendments or updates to Seller’s acquisition guidelines certified by Seller to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to the acquisition guidelines, and Buyer shall have approved such amendments; (o) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the related Approved Investor or hedging party, as applicable, and in favor of Buyer; (p) Seller shall have deposited all amounts required under Section 6.2(g6.2(i) into the Custodial Account; and (q) Buyer shall have received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Seller and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Purchased Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a the Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all [reserved]; (v) a schedule identifying each Mortgage Loan subject to the proposed Transaction Requirements have been satisfiedas either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – 1st ▇▇▇▇, ▇▇ applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are due; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;; and (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller . For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall have deposited all amounts required be under Section 6.2(g) no obligation to enter into any Transaction and whether the Custodial AccountBuyer enters into any Transaction shall be at the sole and good faith discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all Transaction Requirements have been satisfied; and (v) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are due; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller shall have deposited all amounts required under Section 6.2(g) into the Custodial Account. For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall not no obligation to enter into any Transaction and whether the Buyer enters into any Transaction shall be at the sole and good faith discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder, including the initial Transaction: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline: (i) a an Asset Data Record for the Purchased Mortgage Loan, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (ii) the Mortgage Loan Documents relating to the Purchased Mortgage Loan, unless such Purchased Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a the Purchase Commitment for the related Purchased Mortgage Loan, unless the Transactions Terms Letter states otherwise; (iv) written evidence that all [reserved]; (v) a schedule identifying each Mortgage Loan subject to the proposed Transaction Requirements have been satisfiedas either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – ▇▇▇ ▇▇▇▇, as applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Seller shall have paid all Facility Fees and Unused Facility Fees that are due; (d) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Seller set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of Seller certifying as to the truth and accuracy of same; (f) if required by Buyer, Seller and each Guarantor (if required by the Transactions Terms Letter) shall have performed all agreements to be performed by them hereunder and under the Guarantee, respectivelyit hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;; and (g) no Potential Default, Event of Default or a Material and Adverse Change shall have occurred and be continuing; and (h) Seller . For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall have deposited all amounts required be under Section 6.2(g) no obligation to enter into any Transaction and whether the Custodial AccountBuyer enters into any Transaction shall be at the sole and good faith discretion of Buyer.