Common use of Each Purchase Clause in Contracts

Each Purchase. The obligations of the Buyer to enter into Transactions under this Agreement are also subject to the satisfaction, in the sole discretion of the Buyer, as of each Purchase Date, of each of the following additional conditions precedent: (i) The Seller shall have delivered to the Buyer a Purchase Request for the Purchased Loans to be purchased in the manner described in Article 4. (ii) If not previously delivered pursuant to Section 15.1(i), and certain Purchased Loans are registered with MERS, the Electronic Tracking Agreement duly executed by the Seller, MERS, the Electronic Agent and the Buyer. (iii) With regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be sold directly to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, the Buyer shall have received a fully executed tri-party agreement (or agreements) by and among the Seller, the Buyer and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable (including without limitation, in the case of ▇▇▇▇▇▇ ▇▇▇, the ▇▇▇▇▇▇ ▇▇▇ approved form of the triparty wiring instruction agreement), pursuant to which ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, agrees to send all cash proceeds of Eligible Loans sold by the Seller to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, directly to the Investor Funding Account. (iv) If applicable and not previously delivered pursuant to Section 15.1(i), with regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be pooled for the issuance and sale of an Agency MBS (as opposed to a whole loan sale) to an Approved Investor, the Master Custodial Agreement duly executed by the Seller and all other parties thereto, together with evidence satisfactory to the Buyer that the Custodial Account has been opened. (v) The representations and warranties contained in this Agreement and the other Facility Papers shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date, and by submitting to the Buyer a Purchase Request, the Seller (and if applicable, each Guarantor) shall be deemed to have restated such representations and warranties as of the date of submission of such Purchase Request. (vi) The Seller shall have performed all agreements to be performed by it under this Agreement and all other Facility Papers, as well as under all Investor Commitments that the Seller has represented to the Buyer cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Potential Default or Event of Default will exist that the Buyer has not declared in writing to have been waived or cured, and no default or event of default will exist under any such Investor Commitments. (vii) The Seller shall not have incurred any liabilities in violation of this Agreement, including, without limitation, Sections 18.2 hereof. Further, the Seller shall not have incurred any liabilities that, individually or in the aggregate, have or could reasonably be expected to have, a Material Adverse Effect. (viii) Since the date of the last fiscal year end or interim financial statements delivered by the Seller to the Buyer, no Material Adverse Effect shall have occurred in the Seller’s business, financial condition or results of operations, as determined by the Buyer, in its sole good faith discretion. (ix) The Seller shall have paid the Fees then due and payable in accordance with Article 10. (x) No Potential Default or Event of Default shall have occurred that the Buyer has not declared in writing to have been waived or cured, and by submitting to the Buyer a Purchase Request, the Seller shall be deemed to have represented as to the absence of any Potential Default or Event of Default as of the date of submission of such Purchase Request. (xi) The requested Transaction will not result in the violation of any applicable Law. (xii) After giving effect to the funding of the requested Transaction, the Aggregate Outstanding Purchase Prices would not exceed any of the limitations set forth this Agreement. (xiii) The Buyer shall have received such other documents, if any, as the Buyer or its counsel may request.

Each Purchase. The obligations of the Buyer to enter into Transactions under this Agreement are also subject to the satisfaction, in the sole discretion of the Buyer, as of each Purchase Date, of each of the following additional conditions precedent: (i) The Seller shall have delivered to the Buyer a Purchase Request for the Purchased Loans to be purchased in the manner described in Article 4. (ii) If not previously delivered pursuant to Section 15.1(i), and certain Purchased Loans are registered with MERS, the Electronic Tracking Agreement duly executed by the Seller, MERS, the Electronic Agent MERSCorp., Inc. and the Buyer. (iii) With regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be sold directly to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, the Buyer shall have received a fully executed tri-party agreement (or agreements) by and among the Seller, the Buyer and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable (including without limitation, in the case of ▇▇▇▇▇▇ ▇▇▇, the ▇▇▇▇▇▇ ▇▇▇ approved form of the triparty wiring instruction agreement), pursuant to which ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, agrees to send all cash proceeds of Eligible Loans sold by the Seller to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, directly to the Investor Funding Account. (iv) If applicable and not previously delivered pursuant to Section 15.1(i), with regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be pooled for the issuance and sale of an Agency MBS (as opposed to a whole loan sale) to an Approved Investor, the Master Custodial Agreement duly executed by the Seller and all other parties thereto, together with evidence satisfactory to the Buyer that the Custodial Account has been opened. (v) The representations and warranties contained in this Agreement and the other Facility Papers shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date, and by submitting to the Buyer a Purchase Request, the Seller (and if applicable, each Guarantor) shall be deemed to have restated such representations and warranties as of the date of submission of such Purchase Request. (viv) The Seller shall have performed all agreements to be performed by it under this Agreement and all other Facility Papers, as well as under all Investor Commitments that the Seller has represented to the Buyer cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Potential Default or Event of Default will exist that the Buyer has not declared in writing to have been waived or cured, and no default or event of default will exist under any such Investor Commitments. (viivi) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in violation the ordinary course of this Agreement, including, without limitation, Sections 18.2 hereof. Further, the Seller shall not have incurred any liabilities business) that, individually or in the aggregate, have or could reasonably be expected to have, a Material Adverse Effect. (viiivii) Since the date of the last fiscal year end or interim financial statements delivered by the Seller to the Buyer, no Material Adverse Effect material adverse change shall have occurred in the Seller’s business, financial condition or results of operations. (viii) The Buyer shall have received from counsel for the Seller, as determined if requested by the Buyer, an updated favorable opinion or opinions, in its sole good faith discretionform and substance satisfactory to the Buyer addressed to the Buyer and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 15.1(i) as the Buyer may reasonably request. (ix) The Seller shall have paid the Fees then due and payable in accordance with Article 10. (x) No Potential Default or Event of Default shall have occurred that the Buyer has not declared in writing to have been waived or cured, and by submitting to the Buyer a Purchase Request, the Seller shall be deemed to have represented as to the absence of any Potential Default or Event of Default as of the date of submission of such Purchase Request. (xi) The requested Transaction will not result in the violation of any applicable Law. (xii) After giving effect to the funding of the requested Transaction, the Aggregate Outstanding Purchase Prices would not exceed any of the limitations set forth this Agreement. (xiii) The Buyer shall have received such other documents, if any, as the Buyer or its counsel may request.