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), 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 two (2) Business Days prior to 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; (iv) third-party due diligence with respect to each Mortgage Loan subject to the proposed Transaction performed 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 for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Funding Deposit Account; (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 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 fees (including Exit Fees and Draw Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) 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; (j) 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; (k) Seller, Parent Guarantor and Guarantor shall have performed all agreements to be performed by them hereunder and under the Parent 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; (l) no Potential Default, Event of Early Termination, Event of Default, Material Adverse Effect with respect to Seller, Parent Guarantor or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transaction; (m) 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(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 (or the Custodian if set forth below) considering whether to enter into any Transaction 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 4:00 p.m. (2) Business Days prior to the requested Purchase Date:New York City time): (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 reportreport and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (iiiii) 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; (iii) [Reserved]; (iv) third-party due diligence with respect to for each Mortgage Loan that is subject to the proposed Transaction performed by that is also subject to a diligence provider acceptable 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 delivered to Buyer in its sole discretionprior 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, a Rebuttable Presumption Qualified Mortgage or a Bond Loan – 0xx Xxxx, as applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time; (b) [reserved]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) 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 for all 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 Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Funding Deposit Over/Under Account; (d) 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 or its designeeBuyer, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designeeBuyer, a Trade Assignment executed by Guarantor such Seller that satisfies the requirements set forth in Section 7.2(p7.2(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 or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all fees (including Exit Fees and Draw Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) no 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 one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (j) 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; (k) Sellerif required by Buyer, Parent Guarantor and Guarantor Seller shall have performed all agreements to be performed by them hereunder Seller hereunder, and under after giving effect to the Parent Guaranty Agreement requested Transaction, there shall exist no Event of Default 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, respectivelyPotential Default hereunder; (l) no Potential Default, Event of Early Termination, Event of Default, Default or a Material Adverse Effect with respect to Seller, Parent Guarantor or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transactioncontinuing; (m) 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 providedif applicable, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or Seller and a Servicer Notice, if applicable, Notice duly executed by the Servicer 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 to Seller’s underwriting guidelines certified by Guarantor 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 underwriting guidelines, and Buyer shall have approved any such amendments that are material amendments (individually or updates. Any such amendment shall not apply to Transactions entered into prior to in 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 updateaggregate); (o) Guarantor 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 (or have caused the Servicer to deposit) all amounts required under Section 6.2(h6.2(i) into the Custodial Account;; and (pq) with respect Buyer shall have received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including 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”precautionary security interest) 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 immediately prior to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of Purchase Date that is duly executed by the related Mortgage-Backed Security. secured party and Seller hereby acknowledges and agrees to deliver to Buyer, 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 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 Custodian as part 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 mattersMortgage Loan File. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount 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 sole discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction 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 and Disbursement Agent, as applicable, in form and substance satisfactory to Buyer and not later than two [***] (2New York City time) Business Days prior to 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) ; and to the Custodian, a complete Mortgage Loan File for each Mortgage Loan subject to the proposed Transaction; (iv) third-party due diligence with respect to each , unless such Mortgage Loan subject to the proposed Transaction performed by is 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;Wet Mortgage Loan. (b) [reserved]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) 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 for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Funding Deposit Wire-out Account; (d) 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) on or prior solely with respect to the Pooling Date for any Pooled Dry Mortgage Loan, Seller shall deliver or cause to be delivered (A) to BuyerLoans, an executed trust receipt Trust Receipt from the Custodian relating to such Dry Mortgage Loan Loans 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 as set forth in Section 7.2(p)the Custodial and Disbursement Agreement; (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[Reserved]; (g) [Reserved]; (h) Seller shall have paid all fees (including Exit Fees Non-Usage Fees, Minimum Utilization Fees, Margin Deficits and Draw Upfront Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (hi) 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; (ij) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (jk) 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; (kl) Seller, Parent Guarantor Seller and Guarantor shall have performed all agreements to be performed by them hereunder and under the Parent 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 AgreementAgreements, respectively; (lm) no Potential Default, Event of Early Termination, Event of Default, Default or Material Adverse Effect with respect to Seller, Parent Guarantor Seller or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transaction; (mn) 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 Guarantor 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; (no) 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[Reserved]; (op) 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; (pq) 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[Reserved]; (qr) 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 LimitOutstanding Purchase Price; (rs) without [Reserved]; (t) [Reserved]; (u) no unfulfilled claim has been made by Buyer under the prior approval of Guaranty and Security Agreement; and (v) as determined by Buyer in its sole and absolute discretiondiscretion exercised in good faith, the Purchase Date for any Transaction (A) no Material Adverse Effect shall only occur on a Business Dayhave occurred and be continuing, and or (B) there shall not have occurred any event or circumstance that would reasonably 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 expected 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 mattersa Material Adverse Effect. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, 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 (or the Custodian if set forth below) considering whether to enter into any Transaction 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 4:00 p.m. (2) Business Days prior to the requested Purchase Date:New York City time): (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 reportreport and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (iiiii) 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; (iii) [reserved]; (iv) third-party due diligence with respect to for each Mortgage Loan that is subject to the proposed Transaction performed by that is also subject to a diligence provider acceptable 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 delivered to Buyer in its sole discretionprior 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) [reserved]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) 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 for all 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 Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Funding Deposit Over/Under Account; (d) 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 or its designeeBuyer, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designeeBuyer, a Trade Assignment executed by Guarantor such Seller that satisfies the requirements set forth in Section 7.2(p7.2(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 or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all fees (including Exit Facility Fees and Draw Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) no 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 one or more Approved PayeePayees, if applicable, to whom such funds the related Haircut (if any) and Purchase Price shall be delivered; (j) 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; (k) Sellerif required by Buyer, Parent Guarantor Seller and Guarantor shall have performed all agreements to be performed by them hereunder and under the Parent 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 AgreementGuarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (l) no Potential Default, Event of Early Termination, Event of Default, Default or a Material Adverse Effect with respect to Seller, Parent Guarantor or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transactioncontinuing; (m) 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 providedif applicable, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or Seller and a Servicer Notice, if applicable, Notice duly executed by the Servicer 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 to Seller’s acquisition guidelines certified by Guarantor 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 acquisition 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 updateamendments; (o) Guarantor 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 (or have caused the Servicer to deposit) all amounts required under Section 6.2(h6.2(i) into the Custodial Account;; and (pq) with respect Buyer shall have received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (including 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”precautionary security interest) 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 immediately prior to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of Purchase Date that is duly executed by the related Mortgage-Backed Security. secured party and Seller hereby acknowledges and agrees to deliver to Buyer, 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 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 Custodian as part 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 mattersMortgage Loan File. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount 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 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 (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 Parties shall have delivered to Buyer Buyer, in form and substance satisfactory to Buyer and not later than two 4:00 p.m. (2New York City time) Business Days prior to the requested Purchase Dateand best efforts thereafter: (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 reportreport and shall be authenticated by Seller; (iiiii) 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; (iii) [reserved]; (iv) third-party due diligence with respect to for each Mortgage Loan that is subject to the proposed Transaction performed by that is also subject to a diligence provider acceptable 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 Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer in its sole discretionprior 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, Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan, a Bond Loan – 1st Lien or a Xxxxxx Xxx XXX Mortgage Loan for which the originator received the related original loan application prior to January 10, 2014, as applicable; and (vvi) 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 for all 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 Parties, an amount equal to the related Haircut (if any) plus the Minimum Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Funding Deposit Over/Under Account; (d) 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 Parties shall have delivered (i) to the applicable Closing Agent, closing and disbursement instructions in the form customarily provided by Seller, LEGAL02/40464938v16 and, if applicable, (ii) to Buyer (1) with respect to Title Source, Inc., evidence of fidelity bond coverage and evidence that Buyer is able to make claims thereunder in accordance with Section 3.7(a), or (2) to the extent that such Wet Mortgage Loans or Dry Mortgage Loans, along with the number of Underlying Assets (a) which were table-funded using, in part, the Purchase Price, (b) where title insurance is provided by a Person other than Title Source, Inc., and regarding which a blanket or individual Closing Protection Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), has not been provided, would exceed (A) [***] of Guarantor’s Tangible Net Worth in the case of Wet Mortgage Loans and (B) [***] of Guarantor’s Tangible Net Worth in the case of all other Mortgage Loans, in the aggregate, measured as of the end of Guarantor’s most recent fiscal quarter the applicable title company blanket or individual Closing Protection Letter, or alternative documentation specified in Section 3.7(a)(ii)(3), and the related Assignment of Closing Protection Letter (if applicable) 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 Parties 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, Agreement and (C) to Buyer or its designeethe applicable parties, 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 Documents as set forth in Section 7.2(p)on Exhibit M hereto; (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loanan Underlying Asset, Seller Parties shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller shall have paid all All fees (including Exit Facility Fees and Draw Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal AgreementsAgreements 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, Seller Parties; (h) no 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 Parties 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; (j) the representations and warranties of Guarantor and Seller 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 Guarantor and Seller certifying as to the truth and accuracy of same; (k) Sellerif required by Buyer, Parent Guarantor and Guarantor Seller Parties shall have performed all agreements to be performed by them hereunder it hereunder, and under after giving effect to the Parent Guaranty Agreement requested Transaction, there shall exist no Event of Default 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, respectivelyPotential Default hereunder; (l) no Potential Default, Event of Early Termination, Event of Default, Default or a Material Adverse Effect with respect to SellerEffect, Parent Guarantor or Guarantor or Cease Funding Event as determined in Buyer’s good faith discretion, shall have occurred and be continuing or would result from such Transactioncontinuing; (m) 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 providedif applicable, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or Seller Parties and a Servicer Notice, if applicable, Notice duly executed by the Servicer shall have been delivered to Buyer and the current Servicer has been approved by Buyer;; LEGAL02/40464938v16 (n) except with respect to the extent any amendments Agency Eligible Mortgage Loan or updates to the Underwriting Guidelines relate to the other Mortgage Loans proposed to be subject to such TransactionLoan originated in accordance with Agency Guides, Buyer shall have received a copy of any such material amendments or updates to Guarantor’s underwriting guidelines certified by Guarantor Seller Parties to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the material 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 underwriting guidelines; 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 Buyer shall have deposited received a security release certification for each Underlying Asset that is subject to a security interest (or have caused the Servicer to depositincluding any precautionary security interest) all amounts required under Section 6.2(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 immediately prior to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of Purchase Date that is duly executed by the related Mortgage-Backed Security. secured party and Seller hereby acknowledges Parties and agrees to deliver to Buyer, 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 Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to 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 Custodian as part of the related Purchase Commitment for any Assets subject to the proposed Transaction that are subject to a Purchase Commitment;Mortgage Loan File. (qp) the Purchase Price for each proposed Transaction shall not cause Buyer has approved any consent order by any Governmental Authority, if such consent order (i) relates to the Aggregate Outstanding Purchase Price settlement of any claim or claims, on an individual or aggregate basis, equal to exceed or greater than [***] Guarantor’s Tangible Net Worth (as of the Aggregate Transaction Limitmost recent month end), and (ii) is reasonably likely to result in a Material Adverse Effect, (iii) questions or challenges the Aggregate Outstanding Purchase Price for all relevant Purchased Assets to exceed the product validity or enforceability of any of the applicable Type Sublimit Principal Agreements or (expressed as iv) pertains to Underlying Assets with a decimal and as determined by the Type combined aggregate unpaid principal balance 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 Dayat least $[***], and there shall be no more than two questions or challenges compliance with, (2x) 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 SellerUnderlying Assets other than Bond Loans – 1st Lien and Xxxxxx Xxx XXX Mortgage Loans for which the originator, received the related original loan application prior to January 10, 2014, the Purchased AssetsAbility to Repay Rule or (y) with respect to any Underlying Assets other than Bond Loans – 0xx Xxxx, Xxxxxx Xxx XXX Mortgage Loans for which the originator received the related original loan application prior to January 10, 2014, and Permitted Non-Qualified Mortgage Loans, the Transaction or any other mattersQM Rule. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount including, without limitation, Transactions the subject of which are eMortgage Loans, and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the sole discretion of Buyer.

All Transactions. As conditions precedent to Buyer considering whether to enter into any Transaction hereunder (including the initial TransactionTransaction 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 Buyer and Disbursement Agent, as applicable, in form and substance satisfactory to Buyer and not later than two [***] (2New York City time) Business Days prior to 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) ; and to the Custodian, a complete Mortgage Loan File for each Mortgage Loan subject to the proposed Transaction; (iv) third-party due diligence with respect to each , unless such Mortgage Loan subject to the proposed Transaction performed by is 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;Wet Mortgage Loan. (b) [reserved]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) 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 for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Funding Deposit Wire-out Account; (d) 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) on or prior solely with respect to the Pooling Date for any Pooled Dry Mortgage Loan, Seller shall deliver or cause to be delivered (A) to BuyerLoans, an executed trust receipt Trust Receipt from the Custodian relating to such Dry Mortgage Loan Loans 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 as set forth in Section 7.2(p)the Custodial and Disbursement Agreement; (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[Reserved]; (g) [Reserved]; (h) Seller shall have paid all fees (including Exit Fees Non-Usage Fees, Minimum Utilization Fees, Margin Deficits and Draw Upfront Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (hi) 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; (ij) Seller shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (jk) 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; (kl) Seller, Parent Guarantor Seller and Guarantor shall have performed all agreements to be performed by them hereunder and under the Parent 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 AgreementAgreements, respectively; (lm) no Potential Default, Event of Early Termination, Event of Default, Default or Material Adverse Effect with respect to Seller, Parent Guarantor Seller or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transaction; (mn) 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 Guarantor 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; (no) 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[Reserved]; (op) 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; (pq) 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[Reserved]; (qr) 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 LimitOutstanding Purchase Price; (rs) without [Reserved]; (t) [Reserved]; (u) no unfulfilled claim has been made by Buyer under the prior approval of Guaranty and Security Agreement; and (v) as determined by Buyer in its sole and absolute discretiondiscretion exercised in good faith, the Purchase Date for any Transaction (A) no Material Adverse Effect shall only occur on a Business Dayhave occurred and be continuing, and or (B) there shall not have occurred any event or circumstance that would reasonably 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 expected 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 mattersa Material Adverse Effect. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, 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 (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 and Disbursement Agent, as applicable, in form and substance satisfactory to Buyer and not later than two 4:00 p.m. (2New York City time) Business Days prior to 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; (iv) third-party due diligence with respect to each , unless such Mortgage Loan subject to the proposed Transaction performed by is a diligence provider acceptable to Buyer in its sole discretionWet Mortgage Loan; and (viii) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time; (b) [reserved]Seller shall have delivered to Buyer, in form and substance 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. For purposes of clarity, Seller is under no obligation to request to enter into Transactions on the related Purchase Date with an aggregate Purchase Price for all Transactions or the related Purchase Date equal to such funding estimate; (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 for all Mortgage Loans proposed to be sold under such Transaction shall be on deposit in the Funding Deposit Wire-out Account; (d) 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) 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 (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, and (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 fees (including Exit Non-Usage Fees and Draw Minimum Utilization Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) 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; (j) 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 , except to the request of Buyerextent that such representations and warranties expressly relate to an earlier specified date or period, Buyer in which case such representations and warranties shall have received an officer’s certificate signed by a responsible officer been true and correct in all material respects as of Guarantor and Seller certifying as to the truth and accuracy of same;such earlier date. (k) Seller, Parent Guarantor Seller and Guarantor shall have performed all agreements to be performed by them hereunder and under the Parent 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; (l) no Potential Default, Event of Early Termination, Event of Default, Material Adverse Effect with respect to Seller, Parent Guarantor Seller or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transaction; (m) 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 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 underwriting guidelines and Buyer shall not have approved any rejected such material amendments or updatesupdates in accordance with this Section 7.2(n). 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 andthereof; provided, for however, that with respect to any such amendment or update to Guarantor’s underwriting guidelines related to Mortgage Loans other than Jumbo Mortgage Loans, Buyer shall be deemed to not have rejected such amendment or update on the date that is ten (10) Business Days after receipt by Buyer of a copy of such amendment or update, unless Buyer rejects, in its sole discretion, such amendment or update prior to the effectiveness of such deemed non- rejection; provided, that such ten (10) Business Day period may be extended by Buyer by successive periods of ten (10) Business Days (by delivery to Seller of written notice of each such extension) so long as Buyer is using reasonable efforts to make a determination in good faith as to whether or not to reject such amendment or update. For purposes of clarity, any such Underwriting Guidelines underwriting guidelines shall, for all purposes hereunder, exclude any such rejected amendment or update;updates. (o) 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; (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 if such Transaction is not subject to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Joint Securities Account Control Agreement, 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 Assignment, within one (1) Business Day of the date of the related Purchase Commitment, 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 LimitLimit or the Aggregate Outstanding Purchase Price, as applicable pursuant to the Transactions Terms Letter; (r) without the prior approval of Buyer in its sole and absolute discretionBuyer, (i) the Purchase Date for any Transaction shall only occur on a Business Day, and (ii) there shall be no more than two (2) [***] Transaction Requests submitted during in any calendar week; provided, that month and (iii) there shall be no more than [***] Transaction Requests submitted on any such Transaction Request must be delivered two (2) Business Days prior to the requested Purchase DateDay; 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 (or the Custodian if set forth below) considering whether to enter into any Transaction 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 4:00 p.m. (2) Business Days prior to the requested Purchase Date:New York City time): (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 reportreport and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller; (iiiii) 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; (iii) a 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; (iv) third-party due diligence with respect to for each Mortgage Loan that is subject to the proposed Transaction performed by that is also subject to a diligence provider acceptable 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 delivered to Buyer in its sole discretionprior 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) [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 for all 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 Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Funding Deposit Over/Under Account; (ec) 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 or its designeeBuyer, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designeeBuyer, a Trade Assignment executed by Guarantor that satisfies the requirements set forth in Section 7.2(p)such Seller; (fe) 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; (gf) Seller shall have paid all fees (including Exit Facility Fees and Draw Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (hg) no 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; (ih) 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; (ji) 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; (kj) Sellerif required by Buyer, Parent Guarantor and Guarantor Seller shall have performed all agreements to be performed by them hereunder it hereunder, and under after giving effect to the Parent Guaranty Agreement requested Transaction, there shall exist no Event of Default 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, respectivelyPotential Default hereunder; (lk) no Potential Default, Event of Early Termination, Event of Default, Default or a Material Adverse Effect with respect to Seller, Parent Guarantor or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transactioncontinuing; (ml) 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 providedif applicable, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or Seller and a Servicer Notice, if applicable, Notice duly executed by the Servicer shall have been delivered to Buyer and the current Servicer has been approved by Buyer; (nm) 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 to Seller’s underwriting guidelines certified by Guarantor 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 underwriting guidelines, and Buyer shall have approved any such material amendments amendments; (n) Buyer shall have received for each Purchased Asset subject to a Purchase Commitment or updates. Any other hedging arrangement, an assignment of such amendment shall not apply to Transactions entered into prior to Purchase Commitment or hedging arrangement duly executed by Seller and the effective date of the amendment related Approved Investor or hedging party, as applicable, 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 favor of 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 Buyer shall have deposited received a security release certification for each Purchased Mortgage Loan that is subject to a security interest (or have caused the Servicer to depositincluding any precautionary security interest) all amounts required under Section 6.2(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 immediately prior to the related Takeout Investor no later than seventy-two (72) hours prior to settlement of Purchase Date that is duly executed by the related Mortgage-Backed Security. secured party and Seller hereby acknowledges and agrees to deliver to Buyer, 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 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 Custodian as part 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 mattersMortgage Loan File. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount 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 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 (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 Guild Parties shall have delivered to Buyer Buyer, in form and substance satisfactory to Buyer and not later than two the 4:00 p.m. (2) Business Days prior to the requested Purchase Date:New York City time): (i) a Transaction Request for the Assets subject to the proposed Transaction; (ii) an Asset Data Record for the Underlying Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group reportreport and shall be authenticated by Seller; (iiiii) to the Custodian, a complete Mortgage Loan File for each Mortgage Loan Underlying Asset subject to the proposed Transaction, unless such Underlying Asset is a Wet Mortgage Loan; (iii) [reserved]; (iv) third-party due diligence with respect to for each Mortgage Loan Underlying Asset that is subject to the proposed Transaction performed by that is also subject to a diligence provider acceptable 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 Underlying Asset. The secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer in its sole discretionprior to each Transaction and to the Custodian as part of the Mortgage Loan File; (v) a schedule identifying each Underlying Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage, a Permitted Non-Qualified Mortgage Loan or a Bond Loan – 0xx Xxxx, as applicable; and (vvi) such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time;. (b) [reserved]Guild 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. Guild 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 Seller, together with a true and complete copy of the related Purchase Commitment for any Underlying Assets subject to the proposed Transaction that are subject to a Purchase Commitment; (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 for all Mortgage Loans Underlying Assets 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 Over/Under Account Balance, as set forth in Section 3.5(a), shall be on deposit in the Funding Deposit Over/Under Account; (d) 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 or its designeeBuyer, a copy of each of the applicable Agency Documents, and (D) to Buyer or its designeeBuyer, a Trade Assignment executed by Guarantor such Seller that satisfies the requirements set forth in Section 7.2(p7.2(b); (f) on or prior to the related Settlement Date for any Mortgage-Backed Security relating to a Purchased Mortgage Loanan Underlying Asset, Seller Guild Parties shall have provided Buyer or its designee with the CUSIP number for such Mortgage-Backed Security; (g) Seller Guild Parties shall have paid all fees (including Exit Facility Fees and Draw Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements; (h) no 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 Guild Parties 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; (j) the representations and warranties of Guarantor and Seller Guild 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 Guarantor and Seller a Guild Party certifying as to the truth and accuracy of same; (k) Sellerif required by Buyer, Parent Guarantor and Guarantor Guild Parties shall have performed all agreements to be performed by them hereunder and under the Parent 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 AgreementGuarantee, respectively, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder; (l) no Potential Default, Event of Early Termination, Event of Default, Default or a Material Adverse Effect with respect to Seller, Parent Guarantor or Guarantor or Cease Funding Event shall have occurred and be continuing or would result from such Transactioncontinuing; (m) 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 providedif applicable, a Servicing Agreement duly executed by the applicable Servicer and Guarantor or Guild Parties and a Servicer Notice, if applicable, Notice duly executed by the Servicer 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 to Guarantor’s underwriting guidelines that amends or modifies any underwriting criteria with respect to any eligibility criteria and such amendments and updates are 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 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 unless otherwise waived 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 Buyer shall have deposited (received for each Purchased Asset subject to a Purchase Commitment or have caused other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Seller and the Servicer to deposit) all amounts required under Section 6.2(h) into the Custodial Accountrelated Approved Investor or hedging party, as applicable, and in favor of Buyer; (p) with respect [reserved]; (q) Buyer shall have received a security release certification for each Underlying Asset that is subject to a security interest (including any Trade Assignmentprecautionary 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, 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 such secured party shall have filed 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 Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying Asset, 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; and (r) on or prior to the Pooling Date or Purchase Date for any Pooled Mortgage Loans or Mortgage-Backed Securities Loan, to the related Takeout Investor no later than seventy-two (72) hours extent not provided on or prior to settlement of the related Mortgage-Backed Security. Seller hereby acknowledges and agrees to deliver Effective Date, Guild Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer and Buyer, the Takeout Investor and not later than 1:00 p.m. (New York City time) Xxxxxxx Mac Agreement or Xxxxxx Mae Agreement, as applicable, based on the date on which Agency such seventy-two (72) hour period commencesMortgage Loans were certified by, each related Trade Assignment duly executed by Guarantoreach party thereto and in full force and effect, together with a true and complete copy free 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 Limitmodification, 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 breach or any other matterswaiver. For the avoidance of doubt, notwithstanding that the foregoing conditions may be satisfied with respect to any Transaction, with respect to the Uncommitted Amount Transaction request, Buyer shall be under no obligation to enter into any Transaction Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction Transaction, including, without limitation, Transactions the subject of which are eMortgage Loans, with respect to the Uncommitted Amount shall be at the sole discretion of Buyer.