Common use of Conditions Precedent to all Transactions Clause in Contracts

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided to the Agent a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer's obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) and, to the extent Seller is required hereunder to reimburse Buyer for such amounts, Buyer shall have received the reasonable costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (11) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any third party, including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Certification; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (15) the Repurchase Date for such Transaction is not later than the Termination Date; (16) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; (17) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount; (18) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; (19) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan; (20) immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the Tangible Net Worth of AHMIC and its consolidated Subsidiaries shall be at least $500,000,000; provided, however, that in no event shall the Seller's failure to meet such Tangible Net Worth test result in any Non-Use Fee or Termination Fee to the Seller hereunder; and (21) immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, Seller shall not permit, for any period of three (3) consecutive calendar months, Net Income of AHMIC and its consolidated Subsidiaries for such period determined on a monthly basis, before income taxes for such period and distributions made during such period, to be less than $1.00. With respect to any failure of condition precedent to any Transaction resulting from the failure of Buyer to approve any replacement facility to the Existing Facilities, in no event shall such failure result in any Non-Use Fee or Termination Fee to the Seller hereunder. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount, in which case such request shall be deemed a request for an Uncommitted Transaction.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) shall be determined in Buyer’s sole discretion and is otherwise subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (ai) Seller shall give Buyer no less than ten (10) Business Days’ prior written notice of each Transaction (including the initial Transaction), which notice shall describe the terms of the Transaction and the Purchased Assets; (ii) The sum of (A) the unpaid Purchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for the pending Transaction, in each case, shall not exceed the Maximum Facility Amount; (iii) No Market Disruption Event has occurred and is continuing, no Margin Deficit shall exist, and no default or Event of Default has occurred and is continuing under this Agreement or any other Transaction Document; (iv) No circumstance shall exist or event have occurred resulting in a Material Adverse Effect with respect to Seller, Pledgor, or Guarantor; (v) Seller and Buyer shall have delivered executed a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent for such proposed Transaction; (vi) Buyer shall have determined (i) determined, in its sole discretion, that the Mortgage Asset described proposed to be sold to Buyer by Seller in such Confirmation Transaction is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, satisfactorily completed its “Know Your Customer” and OFAC diligence (as to the best of such Responsible Officer’s knowledgerelated Mortgagor, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(iiguarantor and all other related parties, as determined by Buyer), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests determined conformity to the terms of the SellerTransaction Documents and Buyer’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitationinternal credit and underwriting criteria, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), and (iv) showing obtained internal credit approval, to be granted or denied in detail Buyer’s sole discretion, for the calculations supporting inclusion of such Responsible Officer’s certification Eligible Asset as a Purchased Asset in a Transaction, without regard for any prior credit decisions by Buyer or any Affiliate of the Seller’s compliance Buyer, and with the requirements understanding that Buyer shall have the absolute right to change any or all of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity its internal underwriting criteria at any time, without notice of each of the any kind to Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (dvii) Seller shall have delivered to Buyer a list of all exceptions to the representations and warranties relating to the Eligible Asset and any other eligibility criteria for such Eligible Asset (the “Requested Exceptions Report”); (viii) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 each of Exhibit V and in Schedules 1(a)-1(j), as applicable, Article 9 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), subject to such exceptions specified in any Requested Exceptions Report that has been approved by Buyer; (eix) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews due diligence reviews pursuant to Section 13.11Article 28, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage Purchased Asset File requires the delivery of a mortgage file File, and such other documents, records, agreements, instruments, mortgaged properties or the equivalentinformation relating to such Purchased Asset as Buyer in its sole discretion deems appropriate to review, Seller including, without limitation, all external legal due diligence any due diligence relating to lending licensing requirements which may impact Buyer, and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (fx) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which that is not primarily serviced by the Seller or an Affiliate thereofPrimary Servicer, the Seller shall have provided to Buyer a copy of the Agent related Servicing Agreement, certified as a true, correct and complete copy of the original, fully executed by Seller and the servicer named in the related Servicing Agreement; (xi) Seller shall have directed Servicer to remit all payments into the Depository Account and to service such payments in accordance with the provisions of this Agreement; (xii) Seller shall have paid to Buyer all amounts that are due and payable under this Agreement at the time of such Transaction, including, without limitation, any increased costs that are imposed on Seller pursuant to Article 14, all reasonable legal fees and expenses of outside counsel and the reasonable out-of-pocket costs and expenses actually incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (xiii) Buyer shall have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law including without limitation changes in any Reserve Requirements and any other increase in cost to Buyer applicable to Buyer has not made it unlawful or impracticable, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into the Transaction; (xiv) Seller shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other Transaction Document in favor of Buyer with respect to the Purchased Assets; (xv) If such Eligible Asset was acquired by Seller from a Person that is not an Affiliate of Seller, Seller shall have disclosed to Buyer the acquisition cost of such Eligible Asset (including therein reasonable supporting documentation required by Buyer, if any); (xvi) Buyer shall have received all such other and further documents, documentation and legal opinions as Buyer in its reasonable discretion shall reasonably require; (xvii) Buyer shall have received (i) other than with respect to a Table Funded Purchased Asset, from Custodian on each Purchase Date an Asset Schedule and Exception Report (as defined in the Custodial Agreement) with respect to each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; or (ii) a Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being held on behalf of Buyer; (xviii) Unless waived by Buyer in its sole discretion, as of the applicable Purchase Date for such Eligible Asset, the Transaction would not cause the Purchase Price of the applicable Eligible Asset or the aggregate Purchase Price of all Purchased Assets after giving effect to the applicable Transaction, in either such case, to violate any Concentration Limit; (xix) Unless waived by Buyer in its sole discretion, the Advance Rate relating to such Eligible Asset shall not exceed the Maximum Advance Rate and the Buyer’s LTV for such Eligible Asset shall be no greater than fifty-five (55%) as of the applicable Purchase Date; (xx) Buyer shall have received from Seller the Draw Fee related to such Eligible Asset in accordance with the terms and provisions of the Fee Letter; and (xxi) With respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is a Mezzanine Loan, where the servicer of the Senior Mortgage Loan is not the Primary Servicer, Seller shall have provided to Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such servicer.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received, solely to the extent that Buyer previously shall have delivered to Seller a written demand therefor, (A) all reasonable out-of-pocket fees and expenses of counsel to Buyer as contemplated by Section 14(b), and (B) to the extent Seller is required hereunder to reimburse Buyer for such amounts, all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with appraisal review and due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; (11) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan; (12) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (13) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (14) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (15) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any Affiliate of Seller, Buyer shall have received a True Sale Certification; (16) with respect to each Eligible Asset that is a Wet-Ink Mortgage Loan, Buyer shall have received an insured closing letter from each Settlement Agent that is not a title insurance company; (17) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (18) the Effective Date shall have occurred; and (19) the Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in the Section 3(b), the Buyer may enter into a Transaction with Seller. This Agreement is not a commitment by Buyer to enter into Transactions with Seller or Seller to enter into Transactions with Buyer but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. The Agent’s parties hereby acknowledges that Buyer and each Seller are under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereofthereto, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price; (iv) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing to Asset Value of all Purchased Mortgage Loans exceeds the related Mortgage Asset becoming a Purchased Asset, and aggregate Repurchase Price for such Transactions; (iivi) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with With respect to any Wet Transactions the subject of which are Mortgage Assets identified Loans other than Wet-Ink Mortgage Loans on such Transaction Request within five or prior to 10 a.m. (5New York Time) Business Days of one (1) day prior to the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) By 4:00 p.m. (New York City time) one (1) Business Day prior to the related Purchase Date, the Buyer shall have received the approximate amount of the related Servicing AgreementPurchase Price (the “Estimated Purchase Price”); (B) By 3:45 p.m. (New York City time) on the related Purchase Date, certified as the Buyer and the Disbursement Agent shall have received (a) the final Mortgage Loan Schedule, including, without limitation, a trueschedule setting forth the mortgage loan identification number, correct the Mortgagor name and complete copy the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by Buyer on such Purchase Date, (b) an updated report setting forth the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date and the amount of the originalrelated Purchase Price (the “Actual Purchase Price”) and (c) a Wiring Schedule; and (C) By 4:00 p.m. (New York City time) on the related Purchase Date, together the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Mortgage Loan Schedule attached thereto. (viii) The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan which is not a Servicer NoticeWet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, fully executed by no later than 1:00 p.m. (New York Time) on the seventh Business Day following the applicable Purchase Date, Seller shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (x) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xi) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (x) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s 's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the applicable Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent Buyer shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent Buyer shall have received a certificate of a Responsible Officer of the applicable Seller, substantially in the form of Exhibit J K hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s 's knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the applicable Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the such Seller’s 's Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), ) and (iv) showing in detail the calculations supporting such Responsible Officer’s 's certification of the applicable Seller’s 's compliance with the requirements of Section Sections 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers9.01(l)-(n); (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the applicable Seller in Section 8.01 and in Schedules 1(a)-1(j1(a)-1(h), as applicable, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1112.11, (i) in Buyer shall have completed its due diligence review of the case of a Dry Mortgage Asset File and the Underwriting Package for each Purchased Asset, Seller and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriate to review and such review shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents be satisfactory to the Custodian as required by this Agreement and the Custodial Agreement Buyer in its sole discretion and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s Buyer's diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of such delayed delivery under circumstances provisions as are customary in pooling and pursuant to servicing agreements (e.g., while a promissory note (or analogous document directly evidencing the terms and conditions set forth in Section 2.01(g)(iiobligation) must be delivered as a condition of the Custodial Agreementclosing, an ancillary document or estoppel may be delivered within a reasonable timeframe thereafter); (f) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the applicable Seller or an Affiliate thereof, the applicable Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the such Seller and the Servicer; (g) Buyer shall have received all fees and expenses of counsel to Buyer as required hereunder and/or by the Fee Letter and Section 12.01 and, to the extent Seller is required hereunder to reimburse Buyer for such amounts, Buyer shall have received the costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (h) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Transaction, and none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or related "lending market" for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Mortgage Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by Mortgage Assets or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Mortgage Assets at prices which would have been reasonable prior to such event or events; (i) Buyer shall have received from the Custodian on each Purchase Date an Asset Schedule and Exception Report with respect to each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (j) Buyer shall have received from the applicable Seller a Release Letter covering each Eligible Asset to be sold to Buyer; (k) prior to the purchase of any Mortgage Asset acquired (by purchase or otherwise) by the applicable Seller from any Affiliate of such Seller, Buyer shall have received a Non-Consolidation Opinion and a True Sale Opinion; (l) Buyer shall not have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (m) the initial Purchase Price specified in a Confirmation for a Mortgage Asset shall not be less than $3,000,000 and increments of $100,000 thereafter; provided, that two (2) Confirmations per calendar month may specify an initial Purchase Price in an amount greater than $1,000,000 and less than $3,000,000. (n) the Repurchase Date for such Transaction is not later than the Facility Termination Date; (o) the applicable Seller shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other Repurchase Document in favor of Buyer with respect to the Purchased Assets; (p) the weighted average Purchase Rate of all Mortgage Assets shall not exceed 85.0%; (q) the weighted average LTV of all Mortgage Assets multiplied by the weighted average Purchase Rate of all Mortgage Assets shall not exceed 80.0%; and (r) Buyer shall have received all such other and further documents, documentation and legal opinions (including, without limitation, opinions regarding the perfection of Buyer's security interests) as Buyer in its reasonable discretion shall reasonably require. Each Confirmation delivered by any Seller hereunder shall constitute a certification by such Seller that all the conditions set forth in this Section 3.02 with respect to such Seller have been satisfied, waived or is not applicable (both as of the date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Transaction Asset on and as of the Purchase Date (including the initial Transactionfirst Purchase Date) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the saletherefor: (a) Buyer has received the Seller shall have delivered following documents for each prospective Purchased Asset: (i) [reserved], (ii) an Underwriting Package, (iii) a Confirmation via Electronic Transmission in accordance with Confirmation, (iv) if the procedures set forth in Section 3.03prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase copies of the Mortgage Asset related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be included in such Transaction in its sole delivered under the Custodial Agreement, (vii) [reserved], (viii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (ix) [reserved] and absolute discretion (x) all other documents, certificates, information, financial statements, reports, approvals and shall have obtained all necessary internal credit approvals for such Transactionopinions of counsel as Buyer may require; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of immediately before such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both immediately prior to the requested Transaction and also immediately after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(jno Representation Breach (including with respect to any Purchased Asset), other than an Approved Representation Exception, Event of Default, Material Adverse Effect or monetary or material non-monetary Default shall have occurred and is continuing (unless in the case of a Default or Event of Default, such Default or Event of Default is cured in connection therewith); (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as applicableBuyer deems appropriate, shall be true, correct and complete on and as the results of such Purchase Date in all material respects with reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the same force and effect as if made on and as purchase of such date Asset, (oriii) obtained all necessary internal credit and other approvals for such Transaction, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)and (iv) executed the Confirmation; (e) subject immediately after giving effect to such Transaction, the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) in aggregate outstanding Purchase Price of all Purchased Assets does not exceed the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial AgreementMaximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Bxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Bxxxx, to the extent not covered by opinions previously delivered under similar facts and circumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any Dry Mortgage other collateral pledged pursuant to the Repurchase Document; (k) no Change of Control has occurred unless such Change of Control has been approved by Bxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all related Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be purchased recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; and (o) Seller shall have paid to Buyer the applicable Funding Fee. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Bxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (f) and Sections 6.02(c) and (d). Buyer’s consummation of any Transaction hereunder shall be evidence of Bxxxx’s acknowledgment and acceptance of the satisfaction or waiver of the conditions precedent set forth in this Section 6.02 on the Purchase Date with respect to such Transaction; provided that, notwithstanding any of the foregoing, if it is subsequently determined by Buyer that: (i) any untrue or incorrect material information, certificate or similar item was provided to Buyer by or on behalf of Seller on or prior to the related Purchase Date, which information Buyer relied upon in whole or in part in making its decision to enter into the related Transaction, or (ii) Seller failed to provide material information to Buyer on or prior to the related Purchase Date which is that, if so provided on or prior to the related Purchase Date, may reasonably have resulted in Buyer determining that a condition precedent was not serviced by the Seller or an Affiliate thereofsatisfied, in each case, such condition precedent shall be deemed not satisfied for such Purchased Asset, the related Transaction shall be rescinded and Seller shall have provided to the Agent a copy of repurchase the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;Purchased Asset pursuant to Section 3.04.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer's obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) and, to the extent Seller is required hereunder to reimburse Buyer for such amounts, Buyer shall have received the reasonable costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (11) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form of Exhibit VII-B hereto (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any third party, including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Certification; (14) the Effective Date shall have occurred; (15) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (16) the Repurchase Date for such Transaction is not later than the Termination Date; (17) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; and (18) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount, in which case such request shall be deemed a request for an Uncommitted Transaction.

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in this Section 3(b), the Buyer shall enter into a Transaction with a Seller. Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the representations and warranties made by the each Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, (A) the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price and (B) the Purchase Price shall be no less than the Minimum Purchase Price; (v) After giving effect to perform the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) With respect to Transactions the subject of which are Mortgage Loans other than Wet-Ink Mortgage Loans, at or prior to 10 a.m. (New York Time) one or more Due Diligence Reviews pursuant (1) day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, each applicable Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Transaction Request Package Purchased Mortgage Loan Report, and all with respect to Transactions the subject of which are Wet-Ink Mortgage Asset Documents Loans, at or prior to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing 5 p.m. (New York Time) one (1) Business Day prior to the related Mortgage Asset becoming a Purchased AssetPurchase Date, and such Sellers shall have delivered to the Buyer (iia) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge (b) a report detailing the approximate outstanding principal balance of Wet-Ink Mortgage Loans to deliver be purchased by the Buyer on such Purchase Date and the approximate amount of the related Purchase Price (the “Estimated Purchase Price”). (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) By 3:00 p.m. (New York City time) on the related Purchase Date, the Buyer and the Disbursement Agent shall have received (a) the final Mortgage Loan Schedule, including, without limitation, a complete schedule setting forth the mortgage loan identification number, the Mortgagor name and the approximate outstanding principal balance of Wet-Ink Mortgage Asset Loans to be purchased by Buyer on such Purchase Date, (b) an updated report setting forth the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date and the amount of the related Purchase Price (the “Actual Purchase Price”) and (c) a Wiring Schedule; and (B) By 3:00 p.m. (New York City time) on the related Purchase Date, the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Mortgage Loan Schedule attached thereto; and (viii) The Sellers shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Sellers pursuant to any Wet Transaction hereunder; (x) The following shall not have occurred and/or be continuing: an event or events that in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Assets identified on Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; (xi) Each Transaction Request within five (5) Business Days of delivered by a Seller hereunder shall constitute a certification by such Seller that all the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (x) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in Section 3(a), the Buyer shall enter into a Transaction with the related Seller; provided, however, that the Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller The Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the related Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, (A) the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price and (B) the requested Purchase Price shall be no less than the Minimum Purchase Price; (v) After giving effect to perform the requested Transaction, the Asset Value of all Purchased Assets exceeds the aggregate Purchase Price for such Transactions; (vi) On or prior to 2 p.m. (New York Time) one or more Due Diligence Reviews pursuant (1) Business Day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Transaction Request Package and all Purchased Asset Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans, by 3:00 p.m. (New York City time) on the related Purchase Date, the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Asset Documents Schedule attached thereto; (viii) The related Seller shall have delivered to the Custodian as required by this Agreement the Asset File with respect to each Purchased Asset which is not a Wet-Ink Mortgage Loan and the Custodial Agreement and Buyer has consented in writing Custodian shall have issued a Trust Receipt with respect to each such Purchased Asset to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, by no later than 1:00 p.m. (New York City time) on the eighth Business Day following the applicable Purchase Date, the related Mortgage Seller shall deliver the Asset becoming File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by the Buyer to the Sellers pursuant to any Transaction hereunder; (x) No event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance the Purchased AssetAssets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; provided, that the Buyer shall be obligated to enter into Transactions at such time as the “repo market” or “lending market” resumes and provided, further, that if the Buyer shall invoke the foregoing provision, the Buyer shall use reasonable efforts to ascertain a Pricing Rate (which may be higher) at which the Buyer would be willing to enter into Transactions notwithstanding the circumstances which gave rise to the Buyer invoking the foregoing provision; (xi) In the event that either Seller makes any material amendment or modification to the Underwriting Guidelines, such Seller shall have promptly delivered notice of the amended or modified Underwriting Guidelines to Buyer with appropriate access to such Underwriting Guidelines. If the Buyer does not notify the Sellers of the Buyer’s disapproval within ten (10) Business Days of the Buyer’s receipt of such notice (any such disapproval as determined by Buyer in its sole good faith discretion), the proposed amendments or modifications shall be deemed approved; and (xii) Each Transaction Request delivered by the related Seller hereunder shall constitute a certification by such Seller that all the conditions set forth in this Section 3(b) (other than clause (x) hereof) have been satisfied (both as of the date of such notice or request and as of the date of such purchase). (xiii) FIC has satisfied all of the following asset or income tests: (A) At the close of each taxable year, at least 75 percent of FIC’s gross income consists of (i) “rents from real property” within the meaning of Section 856(c)(3)(A) of the Code, (ii) interest on obligations secured by mortgages on real property or on interests in real property, within the meaning of Section 856(c)(3)(B) of the Code, (iii) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) which is not property described in Section 1221(a)(1) of the Code, within the meaning of Section 856(c)(3)(C) of the Code, (iv) dividends or other distributions on, and gain (other than gain from “prohibited transactions” within the meaning of Section 857(b)(6)(B)(iii) of the Code) from the sale or other disposition of, transferable shares (or transferable certificates of beneficial interest) in other qualifying REITs within the meaning of Section 856(d)(3)(D) of the Code, and (v) amounts described in Sections 856(c)(3)(E) through 856(c)(3)(I) of the Code. (B) At the close of each taxable year, at least 95 percent of FIC’s gross income consists of (i) the items of income described in paragraph (i) hereof (other than those described in Section 856(c)(3)(I) of the Code), (ii) gain realized from the sale or other disposition of stock or securities which are not property described in Section 1221(a)(1) of the Code, (iii) interest, (iv) dividends, and (v) income derived from payments to FIC on interest rate swap or cap agreements, options, futures contracts, forward rate agreements and other similar financial instruments entered into to reduce the interest rate risks with respect to any indebtedness incurred or to be incurred to acquire or carry real estate assets, or gain from the sale or other disposition of such an investment as described in section 856(c)(5)(G), in each case within the meaning of Section 856(c)(2) of the Code. (C) At the close of each quarter of FIC’s taxable years, at least 75 percent of the value of FIC’s total assets (as determined in accordance with Treasury Regulations Section 1.856-2(d)) has consisted of and will consist of real estate assets within the meaning of Sections 856(c)(4) and 856(c)(5)(B) of the Code, cash and cash items (including receivables which arise in the ordinary course of FIC’s operations, but not including receivables purchased from another person), and Government securities. (D) At the close of each quarter of each of FIC’s taxable years, (a) not more than 25 percent of FIC’s total asset value will be represented by securities (other than those described in paragraph (iii), (b) not more than 20 percent of FIC’s total asset value will be represented by securities of one or more taxable REIT subsidiaries, and (c) (i) not more than 5 percent of the value of FIC’s total assets will be represented by securities of any one issuer (other than those described in paragraph (iii) and securities of taxable REIT subsidiaries), and (ii) FIC will not hold securities possessing more than 10 percent of the total voting power or value of the outstanding securities of any one issuer (other than those described in the case paragraph (iii), securities of taxable REIT subsidiaries, and securities of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request qualified REIT subsidiary within five (5) Business Days the meaning of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii856(i) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided to the Agent a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;Code).

Conditions Precedent to all Transactions. The Agent’s and each BuyerPurchaser’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction by the Purchaser in accordance with the provisions of this Agreement or any other transaction contemplated herein; (b) the Seller, the Guarantor, each Servicer and each PSA Servicer shall have delivered to the Purchaser all reports and other information required to be delivered as of the date of such Transaction; (c) the Purchaser shall have received a written Transaction Request, the related Underwriting Package and the related Seller Asset Schedule; (d) the Seller shall have delivered a Confirmation Confirmation, via Electronic Transmission Transmission, in accordance with the procedures set forth in Section 3.032.2 of this Agreement, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is shall be an Eligible Asset, Asset (unless waived by the Purchaser in its discretion) and the Purchaser shall have approved in writing the purchase of the Mortgage Eligible Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit and other approvals for such Transaction; (be) no Default or Event of Default shall have occurred and be continuing under this Agreementcontinuing, no Margin Deficits are outstanding (unless the Guarantee Agreement or any other Repurchase Document Transaction shall eliminate the Margin Deficit), and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectEffect has occurred; (cf) the Agent Purchaser shall have received a certificate Compliance Certificate in the form of Exhibit VIII attached hereto (“Compliance Certificate”) from a Responsible Officer of the SellerSeller and the Guarantor that, substantially in the form of Exhibit J hereto, among other things: (iA) showing shows in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit the aggregate Purchase Price of the Transactions outstanding shall then existnot exceed the Maximum Amount, (iiB) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii)Seller, the Seller has Guarantor and the Pledgor have in all material respects observed or performed all of its their covenants and other agreements in all material respectsagreements, and satisfied in all material respects, respects every condition, contained in this Agreement Agreement, the Repurchase Documents and the related documents to be observed, performed or satisfied by itthem, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iiiC) describing states that all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest representations and warranties contained in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset Repurchase Documents are true and correct in right all material respects on and as of payment or priority)such day as though made on and as of such day and shall be deemed to be made on such day, (ivD) shows that the Seller and NorthStar are in compliance with the Financial Covenants and, on a quarterly basis as provided in Subsection 5.1(q)(i)(B) of this Agreement, showing in detail the calculations supporting such Responsible Officer’s the certification of the Seller’s and NorthStar’s compliance with the requirements of Section 9.01(fFinancial Covenants, (E) and Sections 9.01(l)-(odiscloses the status of each Interest Rate Protection Agreement described under clause (ii) of the definition thereof; (g) subject to the Purchaser’s right to perform one or more due diligence reviews pursuant to Section 13.20 of this Agreement, the Purchaser shall have completed, in accordance with Section 2.2 of this Agreement, its due diligence review of the Mortgage Asset, the Mortgage Asset File and the Underwriting Package for each proposed Mortgage Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Purchaser in its discretion deems appropriate to review, and such reviews shall be satisfactory to the Purchaser in its discretion; (h) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, the Seller shall have provided to the Purchaser copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals, together with Servicer Redirection Notices fully executed by the Seller and the Servicer; (i) the Purchaser shall have received all reasonable fees and expenses of the Purchaser and counsel to the Purchaser as contemplated by Section 2.12 and Section 13.8 of this Agreement and the Fee Letter and the Purchaser shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Purchaser’s option, may be withheld from the sale proceeds of any Transaction hereunder; (j) for each Non-Table Funded Purchased Asset, the Purchaser shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Purchaser in its discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. In the case of a Table Funded Purchased Asset, the Purchaser shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(e), each in form and substance satisfactory to the Purchaser in its discretion, provided that the Purchaser subsequently receives the items described in Subsection 2.2(d) and (ve) confirming that all equity of each of and the Seller’s Subsidiaries has been pledged other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Agent for the benefit of the BuyersPurchaser in its discretion; (dk) the Purchaser shall have received from the Seller a Warehouse Lender’s Release Letter, if applicable, or a Seller’s Release Letter covering each Eligible Asset to be sold to the Purchaser; (l) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of Seller, the Purchaser shall have received certified copies of the applicable Purchase Agreements (if any) and, if requested by the Purchaser in its reasonable discretion, a True Sale Opinion; (m) on and as of such day, the Seller, the Guarantor, the Pledgor and the Custodian shall have performed all of the covenants and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (n) the Repurchase Date for such Transaction is not later than the earlier of (i) Facility Maturity Date and (ii) 364 calendar days from the Purchase Date (subject to the Refinance Option); (o) the Purchaser shall have received evidence satisfactory to the Purchaser that the Seller has delivered an irrevocable instruction to each Servicer, PSA Servicer or other applicable Person to pay Income with respect to the Purchased Items directly to the Collection Account, as provided herein, which instructions may not be modified without the prior written consent of the Purchaser, and the Seller shall have delivered all notices and instructions and obtained all certifications, acknowledgments, agreements and registrations required to perfect any CMBS Security; (p) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the all representations and warranties made by each of the Seller in Section 8.01 Seller, the Guarantor and in Schedules 1(a)-1(j), as applicable, the Pledgor shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eq) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Purchaser shall be in receipt of the evidence of insurance (iif any) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (fr) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Purchaser resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser not being able to finance Mortgage Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets or commercial or multifamily real property, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Mortgage Assets or commercial or multifamily real property at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement; (s) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (t) the Purchaser shall have received all such other and further documents, reports, certifications, approvals and legal opinions as the Purchaser in its discretion shall reasonably require; and (u) for each Preferred Equity Interest, the applicable Seller has executed and delivered all instruments and documents and has taken all further action reasonably necessary and desirable or that the Purchaser has reasonably requested in order to (i) perfect and protect the Purchaser’s security interest in such Preferred Equity Interest (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Purchaser, and any and all other actions reasonably necessary to satisfy the Purchaser that the Purchaser has obtained a first priority perfected security interest in such Preferred Equity Interest); (ii) enable the Purchaser to exercise and enforce its rights and remedies hereunder in respect of such Preferred Equity Interest; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if requested by the Purchaser, having delivered to any Dry the Purchaser irrevocable proxies in respect of such Preferred Equity Interest. (v) to the extent the Mortgage Loan Documents for the related Eligible Asset contain notice, cure and other provisions in favor of a pledgee of the Eligible Asset under a repurchase or warehouse facility, and without prejudice to the sale treatment of the Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofPurchaser, the Seller shall have provided provide evidence to the Agent a copy Purchaser that the Seller has given notice to the applicable Persons of the Purchaser’s interest in such Eligible Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that the Purchaser is entitled to receive the benefits and exercise the rights of a pledgee under the terms of such pledgee provisions contained in the related Servicing Agreement, certified as a true, correct and complete copy Mortgage Loan Documents; The failure of the originalSeller or the Guarantor, together with a Servicer Noticeas applicable, fully executed to satisfy any of the foregoing conditions precedent in respect of any Transaction shall, unless such failure was expressly waived in writing by the Purchaser on or prior to the related Purchase Date, give rise to a right of the Purchaser, which right may be exercised at any time on the demand of the Purchaser, to rescind the related Transaction and direct the Seller to pay to the Purchaser for the benefit of the Purchaser an amount equal to the Purchase Price, the Price Differential, Breakage Costs and other amounts due in connection therewith during any such time that any of the Servicer;foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. The Agent’s and each BuyerPurchaser’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction by the Purchaser in accordance with the provisions hereof or any other transaction contemplated herein; (b) the Seller shall have delivered a an executed Confirmation via Electronic Transmission in accordance and other documents with the procedures set forth in Section 3.032.2, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is must be an Eligible Asset, the requirements of Section 2.2 are satisfied and the Purchaser shall have approved the in purchase of the Mortgage Eligible Asset to be included in such Transaction in its sole and absolute discretion and discretion, shall have obtained all necessary internal credit and other approvals for such TransactionTransaction and shall have executed the Confirmation; (bc) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effectcontinuing; (cd) no Margin Deficits are outstanding; (e) the Agent Purchaser shall have received a certificate of duly executed Compliance Certificate from a Responsible Officer of the Seller and the Guarantors; (f) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, substantially the Seller shall have provided to the Purchaser copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals; (g) the Purchaser shall be in receipt of an executed Servicer Redirection Notice for each Purchased Asset instructing each Servicer, PSA Servicer or other applicable Person to pay Income with respect to the form Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified or revoked without the prior written consent of Exhibit J heretothe Purchaser; (h) the Purchaser shall have received payment from the Seller of all fees and expenses of the Purchaser as contemplated by the Repurchase Documents, including, with limitation, the fees and expenses of counsel to the Purchaser and the reasonable costs and expenses incurred by the Purchaser in connection with the entering into any Transaction hereunder; (i) showing none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in detail the calculations demonstrating thatgood faith determination of the Purchaser resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured directly or indirectly by commercial mortgage loans or securities, after giving effect or an event or events shall have occurred resulting in the Purchaser not being able to finance Mortgage Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the requested Transaction, no Margin Deficit shall then exist, occurrence of such event or events; (ii) stating thatan event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Mortgage Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a Material Adverse Effect or a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement. (j) for each Non–Table Funded Purchased Asset, the Purchaser shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the best Purchaser in its discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; in the case of a Table Funded Purchased Asset, the Purchaser shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(g), each in form and substance satisfactory to the Purchaser in its discretion, provided that the Purchaser subsequently receives the items described in Subsection 2.2(d) and (g) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Purchaser in its discretion; (k) the Purchaser shall have received from the Seller a Warehouse Lender’s Release Letter or a Seller’s Release Letter covering each Eligible Asset to be sold to the Purchaser; (l) on and as of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii)day, the Seller has observed or Seller, the Guarantors, the Pledgor and the Custodian shall have performed all of its covenants the covenants, duties and other agreements contained in all material respects, the Repurchase Documents to be performed by such Person and satisfied in all material respects, every condition, contained in this Agreement and the related documents other conditions to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default Person at or Event of Default except as specified in prior to such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyersday; (dm) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties and certifications made by the Seller Seller, the Guarantors and the Pledgor under the Repurchase Documents, including, without limitation, in Section 8.01 4.1 and Schedule 1, and the representations and warranties in the Mortgage Loan Documents and in Schedules 1(a)-1(j), as applicableany statement or information delivered to the Purchaser, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (en) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Purchaser shall be in receipt of the evidence of insurance (iif any) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (fo) with respect any and all consents, approvals and waivers applicable to any Dry the Purchased Items shall have been obtained; (p) to the extent a Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced acquired by the Seller from the Guarantor or an Affiliate thereofother Repurchase Party, the Seller shall have provided inform the Purchaser of that transfer and, to the Agent extent requested by the Purchaser in its discretion, the Seller shall deliver to the Purchaser a copy true sale Opinion of Counsel acceptable to the related Servicing AgreementPurchaser with respect to such transfer; and (q) the Purchaser shall have received all such other and further documents, certified reports, certifications, notices, information, consents, approvals and legal opinions as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed Purchaser in its discretion shall reasonably require. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in Section 3.1 and this Section 3.2 have been satisfied (both as of the Servicer;date of such notice or request and as of the date of such purchase). The failure of the Seller, the Guarantors or the Pledgor, as applicable, to satisfy any of the foregoing conditions precedent (or those set forth in Section 3.1) in respect of, affecting or relating to any Transaction shall, unless such failure was expressly waived in writing by the Purchaser on or prior to the related Purchase Date, give rise to a right of the Purchaser, which right may be exercised at any time on the demand of the Purchaser, to rescind the related Transaction and direct the Seller to pay to the Purchaser for the benefit of the Purchaser an amount equal to the Purchase Price, the Price Differential, the related Breakage Costs, the related Aggregate Unpaids and other amounts due in connection therewith during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event the Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, the Buyer’s obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1128, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires as the delivery Buyer in its sole discretion deems appropriate to review and such review shall be satisfactory to the Buyer in its sole discretion; (7) the Buyer shall have received from the Seller certified copies of any Servicing Agreement relating to the Eligible Assets and the Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Section 14(b) which amount, at the Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (9) the Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage file loans or the equivalent, Seller securities or an event or events shall have occurred resulting in the benefit of delayed delivery under circumstances and pursuant Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the terms and conditions set forth occurrence of such event or events; or (B) an event or events shall have occurred resulting in Section 2.01(g)(iithe effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of the Custodial Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Agreement; (f11) with respect to any Dry Mortgage each Eligible Asset, the Buyer shall have received from the Custodian on each Purchase Date an Asset Schedule and Exception Report or Trust Receipt and Basic Status Report, as applicable, dated the Purchase Date, duly completed and with exceptions acceptable to the Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) the related Buyer shall have received from the Seller a Warehouse Lender’s Release Letter substantially in the form of Exhibit VII-B hereto (or such other form acceptable to the Buyer) or a Seller’s Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to the Buyer) covering each Eligible Asset to be sold to the Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that the Seller has requested the Buyer purchase pursuant to the Transaction Request is equal to or in excess of $1,000,000; (14) the Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to the Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for the Buyer to enter into Transactions; (15) The Repurchase Date which is for such Transaction shall not serviced be later than the Termination Date; (16) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; (17) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount; (18) to the extent there are any MERS Designated Mortgage Loans, the Buyer shall have received from the Seller a copy of a fully executed Electronic Tracking Agreement; and (19) the Buyer shall have received from the Seller, with respect to the MERS Designated Mortgage Loans, a MERS Report reflecting the Seller as the Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan. (20) None of NCCC, NCAH, NCMC, New Century or Home123 or any of their Material Subsidiaries shall be in default under any Seller-Related Obligation equal to or in excess of $2,000,000 Each Transaction Request delivered by the Seller hereunder shall constitute a certification by each of NCCC, NCAH, NCMC, New Century and Home123 that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or an Affiliate thereofrequest and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that if after giving effect to the requested Committed Transaction, the Seller aggregate amount of outstanding Committed Transactions shall have provided to the Agent a copy Purchase Prices in excess of the related Servicing AgreementMaximum Committed Amount, certified such latest request shall be deemed a request for an Uncommitted Transaction. Each of NCCC, NCAH, NCMC, New Century and Home123 hereby requests that the Buyer, on each Business Day, convert each Eligible Asset which is a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Custodian in accordance with the Custodial and Disbursement Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC, NCAH, NCMC, New Century and Home123 that all the conditions set forth in this Section 3(b) have been satisfied (both as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by date hereof and as of the Seller and the Servicer;date of such conversion).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the Seller Sellers shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction2.03(b); (b) the Sellers shall have delivered a Mortgage Loan Schedule; (c) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersDocuments; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Seller and the Seller Guarantor in Section 8.01 Article VIII, in Schedule 1 of this Agreement and elsewhere in Schedules 1(a)-1(j), as applicableeach Repurchase Document, shall be true, correct and complete on and as of such Purchase Date in all material respects (in the case of the representations and warranties set forth in Section 8.14 and on Schedule 1, solely with respect to Mortgage Loans included in the Margin Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The Buyer shall have received a certificate signed by the Sellers certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that each Seller is in compliance with all governmental licenses and authorizations and, if relevant under applicable law, is qualified to do business and is in good standing in all required jurisdictions; (e) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (f) the AgentBuyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Section 11.01(b) and the Buyer shall have received the reasonable costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (g) the Buyer shall have approved, in its sole discretion exercised in good faith, all exceptions to the Underwriting Guidelines; (h) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (i) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (ii) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Agreement; (iii) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, the Buyer shall have received from the Custodian on each Purchase Date a Mortgage Loan Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to the Buyer in its sole discretion, but in no event, with any Fatal Exceptions, in respect of Eligible Assets to be purchased hereunder on such Business Day; (j) the Buyer shall have received from the Sellers a Warehouse Lender’s Release Letter substantially in the form of Exhibit VI-B hereto (or such other form acceptable to the Buyer) or a Seller’s Release Letter substantially in the form of Exhibit VI-A hereto (or such other form acceptable to the Buyer) covering each Eligible Asset to be sold to the Buyer, as applicable; (k) the Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to the Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for the Buyer to enter into Transactions; (l) the Final Repurchase Date for such Transaction is not later than 364 days from the initial Purchase Date; (m) the Buyer shall have completed its due diligence review of the Mortgage Files for each Mortgage Loan and such other documents, records, agreements, instruments, Mortgaged Properties or information relating to such Mortgage Loans as the Buyer in its sole discretion deems appropriate to review and such review shall be satisfactory to the Buyer in its sole discretion, it being understood and agreed by the Sellers that any such review which precedes the related Purchase Date shall not in any way limit the Buyer’s continuing right to perform one or more Due Diligence Reviews due diligence reviews pursuant to Section 13.1111.12 hereof following the related Purchase Date; (n) With respect to any Mortgage Loan which has been registered under the MERS® System, the Buyer shall have received (i) in a MERS Report reflecting that the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to been identified as the related Mortgage Asset becoming a Purchased Asset, “Investor” and “Warehouse Gestation Lender” on the MERS® System and (ii) an Electronic Tracking Agreement in form and substance satisfactory to the case of a Wet Mortgage AssetBuyer; and (o) the Sellers and the Guarantor shall provide such other documents as the Buyer may reasonably request, Seller has delivered a Transaction Request, in form and substance reasonably acceptable to the Buyer. Each Transaction Request Package and pledge to deliver delivered by the Sellers hereunder shall constitute a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of certification by the related Purchase Date; provided, Sellers that if all the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii) 2.02 have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price; (iv) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents after giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to the related Mortgage Asset becoming a Purchased Asset, and 10 a.m. (iiNew York Time) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge one (1) day prior to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; (vii) The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (viii) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 26 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (ix) none of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the original, together Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a Servicer Notice, fully executed material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (x) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (ix) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in Section 3(a), the Buyer shall enter into a Transaction with the related Seller; provided, however, that the Buyer’s agreement 's obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller The Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the related Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, (A) the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price or the Available Amount and (B) the requested Purchase Price shall be no less than the Minimum Purchase Price; (v) After giving effect to perform the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to 2 p.m. (New York Time) one or more Due Diligence Reviews pursuant (1) Business Day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Transaction Request Package and all Purchased Mortgage Asset Documents Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans, by 3:00 p.m. (New York City time) on the related Purchase Date, the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Mortgage Loan Schedule attached thereto; (viii) The related Seller shall have delivered to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, by no later than 1:00 p.m. (New York City time) on the eighth Business Day following the applicable Purchase Date, the related Seller shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer's option, may be withheld from the proceeds remitted by the Buyer to the Sellers pursuant to any Wet Transaction hereunder; (x) No event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance the Eligible Mortgage Assets identified on Loans through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such Transaction Request event or events; provided, that the Buyer shall be obligated to enter into Transactions at such time as the "repo market" or "lending market" resumes and provided, further, that if the Buyer shall invoke the foregoing provision, the Buyer shall use reasonable efforts to ascertain a Pricing Rate (which may be higher) at which the Buyer would be willing to enter into Transactions notwithstanding the circumstances which gave rise to the Buyer invoking the foregoing provision; (xi) In the event that either Seller makes any material amendment or modification to the Underwriting Guidelines, such Seller shall have promptly delivered a complete copy of the amended or modified Underwriting Guidelines to Buyer. If the Buyer does not notify the Sellers of the Buyer's disapproval within five ten (510) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review Buyer's receipt of the Mortgage Asset File requires amended or modified Underwriting Guidelines (any such disapproval as determined by Buyer in its sole good faith discretion), the delivery of proposed amendments or modifications shall be deemed approved; and (xii) Each Transaction Request delivered by the related Seller hereunder shall constitute a mortgage file or certification by such Seller that all the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (x) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each In the event Buyer chooses, in its sole discretion, to enter into a transaction pursuant to Section 3(c) below, Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission Transmission, a Seller Asset Schedule and an Underwriting Package in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1127, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request completed its due diligence review of the Underwriting Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a for each Purchased Asset, and (ii) such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Buyer in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package its sole discretion deems appropriate to review and pledge such review shall be satisfactory to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by Seller and Servicer; (8) Buyer shall have received (i) all fees and expenses of counsel to Buyer as contemplated by Section 15(b) and (ii) to the extent Seller is required hereunder to reimburse Buyer for such amounts, all reasonable costs and expenses incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with appraisal review and due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, such Eligible Asset; (10) With respect to any Table-Funded Mortgage Asset, Buyer shall have received a duly executed Escrow Agreement; (11) With respect to each Eligible Asset which is a Table-Funded Mortgage Asset, the related Mortgage Asset File has been delivered to the Bailee in accordance with the terms of the related Bailee Agreement, and on or prior to the Purchase Date the Bailee shall have delivered to the Custodian (with a copy to the Buyer) the Purchase Date File and Bailee Trust Receipt and Certification in accordance with the terms of the related Bailee Agreement, the insured closing letter (if any), the escrow instructions (if any), a fully executed Bailee Agreement and such other evidence satisfactory to the Buyer in its discretion that all documents necessary to effect a transfer of the Purchased Assets to the Buyer have been delivered to Bailee; (12) none of the following shall have occurred and/or be continuing: (A) in the good faith determination of Buyer an event or events shall have occurred resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans substantially similar to the Mortgage Loans, mezzanine loans substantially similar to the Mezzanine Loans or securities or an event or events shall have occurred in the good faith determination of Buyer resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) in the good faith determination of Buyer, an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans substantially similar to the Mortgage Loans or mezzanine loans substantially similar to the Mezzanine Loans or an event or events shall have occurred, in the good faith determination of Buyer, resulting in Buyer not being able to sell securities backed by mortgage loans or mezzanine loans at prices which would have been reasonable prior to such event or events; (13) With respect to each Eligible Asset that is not a Table-Funded Mortgage Asset, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. With respect to each Table-Funded Mortgage Asset, the Buyer shall have received from the Custodian a Table-Funded Trust Receipt no later than 1:00 p.m. on the Purchase Date, which documents shall be acceptable to the Buyer in its sole discretion; (14) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the form attached to the Custodial Agreement (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form attached to the Custodial Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (15) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by Seller from any third party other than RAIT Partnership, L.P. (“RAIT LP”), including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Opinion; (16) the Seller shall have assigned to the Buyer, all of the Seller’s rights under each Interest Rate Protection Agreement in respect of a Purchased Asset and no “termination event”, “event of default” or “potential event of default” (however denominated) shall have occurred and be continuing under any such Interest Rate Protection Agreement; (17) Buyer shall not have determined that the Servicerintroduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (18) Each Eligible Asset that is a Mortgage Loan has a Purchase Price in excess of $1,000,000; and (19) the Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s 's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the each Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, (A) the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s Maximum Purchase Price and (B) the requested Purchase Price shall be no less than the Minimum Purchase Price; (v) After giving effect to the requested Transaction, there shall have been no more than five (5) Transactions per week; (vi) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vii) Subject to the Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1129 hereof, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage Asset File requires Loans for each Purchased Mortgage Loan, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Mortgage Loan as the delivery of a mortgage file Buyer in its sole discretion deems appropriate to review and such review shall be satisfactory to the Buyer in its sole discretion; (viii) On or prior to 4:00 p.m. (New York Time) one (1) day prior to the equivalentrelated Purchase Date, each applicable Seller shall have the benefit of delayed delivery under circumstances and pursuant delivered to the terms Buyer (a) a Transaction Request, and (b) a Purchased Mortgage Loan Report. (ix) The Sellers shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (x) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 29 which amount, at the Buyer's option, may be withheld from any Transaction hereunder; (xi) To the extent Sellers are selling Mortgage Loans which are registered on the MERS(R) System, the Sellers shall have delivered an Electronic Tracking Agreement entered into, duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (xii) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; (xiii) Each Transaction Request delivered by a Seller hereunder shall constitute a certification by such Seller that all the conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (xii) hereof) have been satisfied (both as of the Custodial Agreement;date of such notice or request and as of the date of such purchase); and (fxiv) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofUpon request, the Seller Buyer shall have provided received from outside counsel to the Agent a copy of Sellers an updated favorable opinion or opinions, in form and substance satisfactory to the related Servicing AgreementBuyer, certified as a true, correct covering and complete copy of updating such matters that were originally addressed in the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;initial opinion issued.

Conditions Precedent to all Transactions. The Administrative Agent’s and each Buyer’s ’s, on behalf of Buyers, agreement to enter into each Transaction (including the initial Transaction) shall be determined in Administrative Agent’s sole discretion and is otherwise subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (ai) Seller shall give Administrative Agent no less than two (2) Business Days’ prior written notice of each Transaction (including the initial Transaction), which notice shall describe the terms of the Transaction and the Purchased Assets; LEGAL_US_E # 160815361.8 (ii) The sum of (A) the Seller shall have delivered a Confirmation via Electronic Transmission unpaid Purchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for the pending Transaction, in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asseteach case, shall have approved not exceed the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such TransactionMaximum Facility Amount; (biii) No Market Disruption Event or Force Majeure Event has occurred and is continuing, no Margin Deficit that has resulted in a Margin Deficit Notice, Potential Event of Default or Event of Default shall have occurred and be continuing exist under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectTransaction Document; (civ) the Agent No Material Adverse Effect shall exist; (v) Seller shall have received executed a certificate Confirmation for such proposed Transaction; (vi) Administrative Agent, on behalf of a Responsible Officer of the SellerBuyers, substantially in the form of Exhibit J hereto, shall have (i) showing determined, in detail its sole discretion, that the calculations demonstrating thatAsset proposed to be sold to Administrative Agent, after giving effect to the requested Transactionon behalf of Buyers, no Margin Deficit shall then existby Seller in such Transaction is an Eligible Asset, (ii) stating that, satisfactorily completed its “Know Your Customer” and OFAC diligence (as to the best of such Responsible Officer’s knowledgerelated Mortgagor, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(iiguarantor and all other related parties, as determined by Administrative Agent), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests determined conformity to the terms of the SellerTransaction Documents and Administrative Agent’s Affiliates in or any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitationBuyers’ internal credit and underwriting criteria, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), and (iv) showing obtained internal credit approval, to be granted or denied in detail Administrative Agent’s sole discretion, for the calculations supporting inclusion of such Responsible Officer’s certification Eligible Asset as a Purchased Asset in a Transaction, without regard for any prior credit decisions by Administrative Agent or any Buyer or any respective Affiliate of the Seller’s compliance Administrative Agent or any Buyer, and with the requirements understanding that Administrative Agent or any Buyer shall have the absolute right to change any or all of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity its internal underwriting criteria at any time, without notice of each of the any kind to Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (dvii) Seller shall have delivered to Administrative Agent, on behalf of Buyers, a list of all exceptions to the representations and warranties relating to the Eligible Asset and any other eligibility criteria for such Eligible Asset (the “Requested Exceptions Report”); (viii) Guarantor shall have delivered to Administrative Agent a true and accurate Covenant Compliance Certificate with respect to Guarantor’s most recently ended fiscal quarter for which a Covenant Compliance Certificate is required to be delivered hereunder, provided that to the extent Guarantor has previously delivered to Administrative Agent a Covenant Compliance Certificate for the most recently ended fiscal quarter, Seller or Guarantor need not provide an additional Covenant Compliance Certificate for such fiscal quarter in connection with the proposed Transaction; (ix) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 each of Exhibit V and in Schedules 1(a)-1(j), as applicable, Article 9 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), subject to such exceptions specified in any Requested Exceptions Report that has been approved by Administrative Agent, on behalf of Xxxxxx; (ex) subject to the Administrative Agent’s right and Buyers’ rights to perform one or more Due Diligence Reviews due diligence reviews pursuant to Section 13.11Article 28, (i) in the case of a Dry Mortgage Asset, Seller Administrative Agent shall have delivered a Transaction Requestcompleted its due diligence review of the Purchased Asset File, a Transaction Request Package and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Administrative Agent, on behalf of Buyers, in its sole discretion deems appropriate to review, including, without limitation, all Mortgage Asset Documents external legal due diligence any due diligence relating to the Custodian as required by this Agreement lending LEGAL_US_E # 160815361.8 37 LEGAL_US_E # 160815361.8 licensing requirements which may impact Buyers, and the Custodial Agreement such review shall be satisfactory to Administrative Agent in its sole discretion and Buyer Administrative Agent, on behalf of Buyers, has consented in writing to the related Mortgage Eligible Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (fxi) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which that is not primarily serviced by the Seller or an Affiliate thereofPrimary Servicer, the Seller shall have provided to the Administrative Agent a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicerservicer named in the related Servicing Agreement; (xii) Seller shall have directed Servicer to remit all such payments into the Depository Account and to service such payments in accordance with the provisions of this Agreement; (xiii) Seller shall have paid to Administrative Agent, on behalf of Buyers, all amounts that are due and payable under this Agreement at the time of such Transaction, including, without limitation, all legal fees and expenses of outside counsel and the reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent, on behalf of Buyers, in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Administrative Agent’s, on behalf of Xxxxxx, option, may be withheld from the sale proceeds of any Transaction hereunder; (xiv) Administrative Agent, on behalf of Buyers, shall have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law including without limitation changes in any Reserve Requirements and any other increase in cost to Administrative Agent or any Buyer, applicable to Administrative Agent or any Buyer has not made it unlawful or impracticable, and no Governmental Authority shall have asserted that it is unlawful, for Administrative Agent or any Buyer to enter into the Transaction; (xv) Seller shall have taken such other action as Administrative Agent, on behalf of Buyers, shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other Transaction Document in favor of Administrative Agent, on behalf of Buyers, with respect to the Purchased Assets; (xvi) If such Eligible Asset was acquired by Seller from a Person that is not an Affiliate of Seller, Seller shall have disclosed to Administrative Agent, on behalf of Buyers, the acquisition cost of such Eligible Asset (including therein reasonable supporting documentation required by Administrative Agent and/or any Buyer, if any); (xvii) Administrative Agent, on behalf of Buyers, shall have received all such other and further documents, documentation and legal opinions as Administrative Agent in its reasonable discretion shall reasonably require; provided, however, that in the case of the initial Transaction, such legal opinions shall be delivered no later than ten (10) Business Days after the Closing Date; (xviii) Administrative Agent, on behalf of Buyers, shall have received (i) other than with respect to a Table Funded Purchased Asset, from Custodian on each Purchase Date an Asset Schedule and Exception Report (as defined in the Custodial Agreement) with respect to each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Administrative Agent in its sole discretion in respect of Eligible Assets to be purchased hereunder LEGAL_US_E # 160815361.8 on such Business Day; or (ii) a Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being held on behalf of Administrative Agent, on behalf of Buyers; (xix) as of the applicable Purchase Date for such Eligible Asset, each of the Concentration Limits is satisfied; (xx) Administrative Agent shall have received from Seller an original Release Letter covering such Eligible Asset to be sold to Administrative Agent, on behalf of Xxxxxx; (xxi) The Advance Rate relating to such Eligible Asset shall not exceed the Maximum Advance Rate; (xxii) as of the Purchase Date, the related Eligible Asset shall have a Buyer’s LTV no greater than sixty percent (60%); and (xxiii) Administrative Agent, on behalf of Buyers, shall have received from Seller the Draw Fee related to such Eligible Asset in accordance with the terms and provisions of the Fee Letter.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent Buyer shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectEffect or result in a Market Disruption Event; (c) the Agent Buyer shall have received a certificate of a Responsible Officer of the SellerSeller and Guarantor, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has and Guarantor have observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), ) and (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o9.01(l) and (vm), and Guarantor’s compliance with Sections 9(c)-(g) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersGuarantee; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j1(a)-1(h), as applicable, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1112.11, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the AgentBuyer’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii2.01(j)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s 's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the applicable Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent Buyer shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document Documents and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectEffect then exists; (c) the Agent Buyer shall have received a certificate of a Responsible Officer of the applicable Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then existexist and the aggregate Repurchase Price of the Transactions outstanding shall not exceed the Maximum Amount and that the Sub-Limits will not be breached, (ii) stating that, to the best of such Responsible Officer’s 's knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the applicable Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (iii) describing all interests of the such Seller’s 's Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the applicable Seller in Section 8.01 and in Schedules 1(a)-1(j1(a)-1(d), as applicable, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided to the Agent a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in this Section 3(b), the Buyer shall enter into a Transaction with the applicable Seller. This Repurchase Agreement is a commitment by Buyer to engage in the Transactions as set forth herein up to the Maximum Committed Purchase Price; provided, that the Buyer shall have no commitment to enter into any Transaction requested which would result in the aggregate Purchase Price of then outstanding Transactions to exceed the Maximum Committed Purchase Price. Buyer’s agreement 's obligation to enter into each Transaction, provided that the Purchase Price of the requested Transaction combined with the aggregate amount of the respective Purchase Prices for all then outstanding Transactions does not exceed the Maximum Committed Purchase Price (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the each Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price or the Available Amount. Notwithstanding the preceding sentence, Buyer shall have no obligation to perform enter into any Transaction, if, as a result of such Transaction the aggregate Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement exceed the Maximum Committed Purchase Price; (v) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to 5:30 p.m. (New York Time) one or more Due Diligence Reviews pursuant (1) day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, each applicable Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Purchased Mortgage Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) At least one Business Day prior to the related Purchase Date, the Buyer shall have received a Transaction Request Package Request; (B) By 12:00 noon (New York time) on the related Purchase Date, the Custodian shall have received from the Buyer a schedule setting forth the mortgage loan identification number, the Mortgagor name and all the outstanding principal balance of Wet-Ink Mortgage Asset Documents Loans to be purchased by Buyer on such Purchase Date; and (C) The Custodian and the Buyer shall have received a Wiring Schedule setting forth the disbursement amount and wiring instructions for each Wet-Ink Mortgage Loan. (viii) The Sellers shall have delivered to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, by no later than 5:00 p.m. (New York Time) on the seventh Business Day following the applicable Purchase Date, the Sellers shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer's option, may be withheld from the proceeds remitted by Buyer to the Sellers pursuant to any Wet Transaction hereunder; (x) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Assets identified on Loans through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xi) Each Transaction Request within five (5) Business Days of delivered by a Seller hereunder shall constitute a certification by such Seller that all the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (x) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s Purchaser's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction by the Purchaser in accordance with the provisions hereof or any other transaction contemplated herein; (b) the Seller, the Guarantor, the Pledgor and each Servicer and PSA Servicer shall have delivered to the Purchaser all reports and other information required to be delivered as of the date of such Transaction; (c) the Seller shall have delivered a Confirmation Confirmation, via Electronic Transmission Transmission, in accordance with the procedures set forth in Section 3.032.2, and the Agent Purchaser shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved in writing the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit and other approvals for such Transaction; (bd) no Default Unmatured Termination Event or Termination Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectMargin Deficits are outstanding; (ce) the Agent Purchaser shall have received a certificate Compliance Certificate in the form of Exhibit X attached hereto ("Compliance Certificate") from a Responsible Officer of the SellerSeller and Guarantor that, substantially in the form of Exhibit J hereto, among other things: (i) showing shows in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit the aggregate Purchase Price of the Transactions outstanding shall then existnot exceed the Maximum Amount, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has and the Guarantor have observed or performed all of its their covenants and other agreements in all material respectsagreements, and satisfied in all material respects, every condition, contained in this Agreement Agreement, the Repurchase Documents and the related documents to be observed, performed or satisfied by itthem, and that such Responsible Officer has obtained no knowledge of any Default Unmatured Termination Event or Termination Event of Default except as specified in such certificate, (iii) describing states that all interests representations and warranties contained in this Agreement are true and correct on and as of the Seller’s Affiliates in any Underlying Mortgaged Property related such day as though made on and as of such day and shall be deemed to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority)be made on such day, (iv) showing ART is in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) Financial Covenants, and (v) confirming that all equity discloses the status of each Interest Rate Protection Agreements described under clause (ii) of the definition thereof; (f) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (g) subject to the Purchaser's right to perform one or more Due Diligence Reviews pursuant to Section 13.21, the Purchaser shall have completed in accordance with Section 2.2 its due diligence review of the Mortgage Asset File and the Underwriting Package for each Purchased Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Purchaser in its sole discretion deems appropriate to review and such review shall be satisfactory to the Purchaser in its sole discretion; (h) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, the Seller shall have provided to the Purchaser copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals, together with Servicer Notices fully executed by the Seller and the Servicer; (i) the Purchaser shall have received all fees and expenses of the Purchaser and counsel to the Purchaser as contemplated by Section 13.9 and the Fee Letter and, to the extent the Seller is required hereunder to reimburse the Purchaser for such amounts the Purchaser shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Purchaser's option, may be withheld from the sale proceeds of any Transaction hereunder; (j) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Purchaser resulting in the effective absence of a "repo market" or related "lending market" for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser not being able to finance Mortgage Assets through the "repo market" or "lending market" with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by Mortgage Assets, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Mortgage Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement. (k) for each Non-Table Funded Purchased Asset, the Purchaser shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Purchaser in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. In the case of a Table Funded Purchased Asset, the Purchaser shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(h), each in form and substance satisfactory to the Purchaser in its sole discretion, provided that the Purchaser subsequently receives the items described in Subsections 2.2(d) and (h) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Purchaser in its sole discretion; (l) the Purchaser shall have received from the Seller a Warehouse Lender's Release Letter substantially in the form of Exhibit VII-B hereto (or such other form acceptable to the Purchaser) ("Warehouse Lender's Release Letter"), if applicable, or a Seller's Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to the Purchaser) ("Seller's Release Letter") covering each Eligible Asset to be sold to the Purchaser; (m) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of the Seller’s Subsidiaries has been pledged to , the Agent for the benefit Purchaser shall have received certified copies of the Buyersapplicable Purchase Agreements and a True Sale Opinion; (dn) the Purchase Price specified in a Confirmation for a Transaction shall not be less than $1,000,000; (o) on and as of such day, the Seller, the Guarantor and the Custodian shall have performed all of the covenants and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (p) the Repurchase Date for such Transaction is not later than (i) the Facility Maturity Date and (ii) with respect to the Bridge Loans and Preferred Equity Interests, the date such interests are required to be repurchased pursuant to Section 2.15; (q) the Purchaser shall have received evidence satisfactory to the Purchaser that the Seller has delivered an irrevocable instruction to each Servicer or PSA Servicer under a Pooling and Servicing Agreement, as applicable, to pay Income with respect to the Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified without the prior written consent of the Purchaser; (r) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller and the Guarantor in Section 8.01 and in Schedules 1(a)-1(j), as applicable, 4.1 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made only as of a specific date, as of such specific date); (es) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) Purchaser shall be in receipt of the case evidence of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as insurance required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (ft) the Seller shall have delivered any other opinion or closing item required by Section 3.1 that was, with the written consent of the Purchaser, not delivered on the Amendment Closing Date; (u) if applicable and to the extent required for the Purchaser to assert its rights with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by an Eligible Asset, a certification of good standing for the Seller in each jurisdiction where the Mortgaged Property is located; (v) other conditions to such Purchase set forth in this Agreement or an Affiliate thereofthe Custodial Agreement are satisfied; (w) to the extent there are additional Sellers other than the initial Seller, the additional Sellers shall each deliver to the Purchaser a duly executed Power of Attorney in the form attached as Exhibit III, a Joinder Agreement in form and substance satisfactory to the Purchaser in its discretion and all other agreements, documents, certifications, UCC financing statements and Opinions of Counsel required of the Seller hereunder at the Original Closing Date and/or Amendment Closing Date or under the Joinder Agreement; (x) to the extent applicable, the Seller shall have provided delivered the opinions required by Section 3.3; (y) for each Preferred Equity Interest, the Seller has executed and delivered all instruments and documents and has taken all further action reasonably necessary and desirable or that the Purchaser has reasonably requested in order to (i) perfect and protect the Purchaser's security interest in such Preferred Equity Interest (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Agent Purchaser, execution and filing of UCC financing statements and any and all other actions reasonably necessary to satisfy the Purchaser that the Purchaser has obtained a copy first priority perfected security interest in such Preferred Equity Interest); (ii) enable the Purchaser to exercise and enforce its rights and remedies hereunder in respect of such Preferred Equity Interest; and (iii) otherwise effect the related Servicing purposes of this Agreement, certified including, without limitation and if requested by the Purchaser, having delivered to the Purchaser irrevocable proxies in respect of such Preferred Equity Interest; and (z) the Purchaser shall have received all such other and further documents, reports, certifications, approvals and legal opinions as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed Purchaser in its sole discretion shall reasonably require. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in Section 3.1 and this Section 3.2 have been satisfied (both as of the Servicer;date of such notice or request and as of the date of such purchase). The failure of the Seller or Guarantor, as applicable, to satisfy any of the foregoing conditions precedent in respect of any Transaction shall, unless such failure was expressly waived in writing by the Purchaser on or prior to the related Purchase Date, give rise to a right of the Purchaser, which right may be exercised at any time on the demand of the Purchaser, to rescind the related Transaction and direct the Seller to pay to the Purchaser for the benefit of the Purchaser an amount equal to the Purchase Price, the Price Differential, Breakage Costs and other amounts due in connection therewith during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in this Section 3(b), the Buyer shall enter into a Transaction with Seller. Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, true and correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price; (iv) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing to Asset Value of all Purchased Mortgage Loans exceeds the related Mortgage Asset becoming a Purchased Asset, and aggregate Repurchase Price for such Transactions; (iivi) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with With respect to any Wet Transactions the subject of which are Mortgage Assets identified Loans other than Wet-Ink Mortgage Loans, on such Transaction Request within five or prior to 4:00 p.m. (5New York City time) one (1) Business Days of Day prior to the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered (A) to the Agent Buyer (1) a copy Transaction Request and (2) a Purchased Mortgage Loan Report, and (B) to the Custodian, a Purchased Mortgage Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) By 4:00 p.m. (New York City time) one (1) Business Day prior to the related Purchase Date, the Buyer shall have received the proposed Mortgage Loan Schedule (if available) and a report detailing the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date and the approximate amount of the related Servicing AgreementPurchase Price (the “Estimated Purchase Price”); (B) By 3:30 p.m. (New York City time) on the related Purchase Date, certified as the Buyer and the Disbursement Agent shall have received (a) the final Mortgage Loan Schedule, including, without limitation, a trueschedule setting forth the mortgage loan identification number, correct the Mortgagor name and complete copy the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by Buyer on such Purchase Date, (b) an updated report setting forth the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date and the amount of the originalrelated Purchase Price (the “Actual Purchase Price”) and (c) a Wiring Schedule; and (C) By 4:00 p.m. (New York City time) on the related Purchase Date, together the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Mortgage Loan Schedule attached thereto. (viii) The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan which is not a Servicer NoticeWet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and with respect to each Wet-Ink Mortgage Loan, fully executed by no later than the seventh (7th) Business Day following the applicable Purchase Date, Seller shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 26 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (x) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; and (xi) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clauses (ix) and (x) hereof) have been satisfied (both as of the Servicer;date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer's obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) and, to the extent Seller is required hereunder to reimburse Buyer for such amounts, Buyer shall have received the reasonable costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (11) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any third party, including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Certification; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (15) the Repurchase Date for such Transaction is not later than the Termination Date; (16) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; (17) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount; (18) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; and (19) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount, in which case such request shall be deemed a request for an Uncommitted Transaction.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller Sellers in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price; (v) After giving effect to perform the requested Transaction, there shall have been no more than three (3) Transactions per week; (vi) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vii) Such Transaction has a Purchase Price of at least $10,000,000; (viii) on or prior to 10 a.m. (New York time) one or more Due Diligence Reviews pursuant (1) day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, Seller Sellers shall have delivered to the Buyer (a) a Transaction Request, and (b) a Transaction Request Package and all Purchased Mortgage Asset Documents Loan Report; (ix) the Sellers shall have delivered to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Custodian’s Certification with respect to each such Purchased Mortgage Loan to the Buyer; (x) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 26 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Sellers pursuant to any Wet Transaction hereunder; (xi) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Assets identified on Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xii) Each Transaction Request within five (5) Business Days of delivered by a Seller hereunder shall constitute a certification by the related Purchase Date; provided, Sellers that if all the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (xi) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Enforcement Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller Sellers in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price; (v) After giving effect to perform the requested Transaction, there shall have been no more than three (3) Transactions per week; (vi) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vii) After giving effect to the requested Transaction, the total number of Purchased Mortgage Loans relating to all Transactions under this Repurchase Agreement is at least 150 Purchased Mortgage Loans; (viii) Such Transaction has a Purchase Price of at least $10,000,000; (ix) On or prior to 10:00 a.m. (New York time) on the date which is one or more Due Diligence Reviews pursuant (1) Business Day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, applicable Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Transaction Request Package and all Purchased Mortgage Asset Documents Loan Report; (x) The applicable Seller shall have delivered to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (xi) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 16(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the applicable Seller pursuant to any Wet Transaction hereunder; (xii) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Assets identified on Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; and (xiii) Buyer shall have received a true and correct copy of the Underwriting Guidelines applicable to the Purchased Mortgage Loans. (xiv) Each Transaction Request within five (5) Business Days delivered by a Seller hereunder shall constitute a certification by the Sellers that all of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (xii) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1128, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires as Buyer in its sole discretion deems appropriate to review and such review shall be satisfactory to Buyer in its sole discretion; (7) Buyer shall have received from Seller certified copies of any Servicing Agreement relating to the delivery Eligible Assets and Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) which amount, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage file loans or the equivalent, Seller securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the benefit of delayed delivery under circumstances and pursuant “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the terms occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and conditions set forth in Section 2.01(g)(ii) adversely the ability of the Custodial Buyer to fund its obligations under this Agreement; (f11) with respect to any Dry Mortgage each Eligible Asset, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report or Trust Receipt and Basic Status Report, as applicable, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the related form of Exhibit VII-B hereto (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that Seller has requested Buyer purchase pursuant to the Transaction Request is equal to or in excess of $10,000,000; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; and (15) The Repurchase Date for such Transaction shall not be later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by each of NCCC, NCRC and NCMC that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase). Each of NCCC, NCRC and NCMC hereby request that Buyer, on each Business Day, convert each Eligible Asset which is not serviced a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Seller or an Affiliate thereofCustodian in accordance with the Custodial Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC, NCRC and NCMC that all the Seller shall conditions set forth in this Section 3(b) have provided to the Agent a copy been satisfied (both as of the related Servicing Agreement, certified date hereof and as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;date of such conversion).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Transaction (including the initial Transaction) is subject to the satisfaction Asset on and as of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the salePurchase Date therefor: (a) Buyer has received the Seller shall have delivered following documents: (i) a Transaction Request, (ii) the related MBS Information and (iii) a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, executed by Buyer and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such TransactionSeller; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of immediately before such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(jno Representation Breach (including with respect to any Purchased Asset), as applicableDefault, shall Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction; (d) the Sellers and Custodian have satisfied all requirements and conditions and have performed all covenants, duties, obligations and agreements contained in the Repurchase Documents to be true, correct and complete performed by such Person on and as of such or before the Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);Date; and (e) The definitive certificate representing ownership of such Purchased Assets that are subject to such Transaction in the Agent’s right name of Buyer or, if such Purchased Assets that are subject to perform one such Transaction are registered on DTC or more Due Diligence Reviews pursuant similar depository, evidence satisfactory to Section 13.11Buyer that the records of DTC or such depository show Buyer as the beneficial owner of such Purchased Assets that are subject to such Transaction. Each Confirmation delivered by a Seller shall constitute a certification by such Seller that all of the conditions precedent in this Article 6 (excluding, insofar as it relates to Custodian, (id) in the case above) have been satisfied. The failure of a Dry Mortgage Asset, any Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to satisfy any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; providedconditions precedent in this Article 6 (excluding, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalentinsofar as it relates to Custodian, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii(d) of the Custodial Agreement; (fabove) with respect to any Dry Mortgage Transaction or Purchased Asset to be purchased hereunder shall, unless such failure was waived in writing by Buyer on or before the related Purchase Date which is not serviced by Date, give rise to the Seller or an Affiliate thereofright of Buyer at any time to rescind the related Transaction, the whereupon such Seller shall have provided immediately pay to Buyer the Agent a copy Repurchase Price of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such Purchased Asset.

Conditions Precedent to all Transactions. The Deal Agent’s and each Buyerthe Purchaser’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction in accordance with the provisions hereof or any other transaction contemplated herein; (b) the Seller, the Guarantor, the Pledgor and each Servicer and PSA Servicer shall have delivered to the Deal Agent all reports and other information required to be delivered as of the date of such Transaction; (c) the Seller shall have delivered a Confirmation Confirmation, via Electronic Transmission Transmission, in accordance with the procedures set forth in Section 3.032.2, and the Deal Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved in writing the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit and other approvals for such Transaction; (bd) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectMargin Deficits are outstanding; (ce) the Deal Agent shall have received a certificate Compliance Certificate in the form of Exhibit X attached hereto (“Compliance Certificate”) from a Responsible Officer of the SellerSeller and Guarantor that, substantially in the form of Exhibit J hereto, among other things: (i) showing shows in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit the aggregate Purchase Price of the Transactions outstanding shall then existnot exceed the Maximum Amount, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has and the Guarantor have observed or performed all of its their covenants and other agreements in all material respectsagreements, and satisfied in all material respects, every condition, contained in this Agreement Agreement, the Repurchase Documents and the related documents to be observed, performed or satisfied by itthem, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing states that all interests representations and warranties contained in this Agreement are true and correct on and as of the Seller’s Affiliates in any Underlying Mortgaged Property related such day as though made on and as of such day and shall be deemed to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority)be made on such day, (iv) showing ART is in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) Financial Covenants, and (v) confirming that all equity discloses the status of each Interest Rate Protection Agreements described under clause (ii) of the definition thereof; (f) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (g) subject to the Deal Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.21, the Deal Agent shall have completed in accordance with Section 2.2 its due diligence review of the Mortgage Asset File and the Underwriting Package for each Purchased Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Deal Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to the Deal Agent in its sole discretion; (h) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, the Seller shall have provided to the Deal Agent copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals, together with Servicer Redirection Notices fully executed by the Seller and the Servicer; (i) the Deal Agent as agent for the Secured Parties shall have received all fees and expenses of the Deal Agent, the Purchaser and counsel to the Deal Agent and the Purchaser as contemplated by Section 13.9 and the Fee Letter and, to the extent the Seller is required hereunder to reimburse the Deal Agent for such amounts, the Deal Agent shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Deal Agent’s option, may be withheld from the sale proceeds of any Transaction hereunder; (j) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Deal Agent resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser or any Secured Party not being able to finance Mortgage Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets, or an event or events shall have occurred resulting in the Deal Agent, the Purchaser or any Secured Party not being able to sell securities backed by Mortgage Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Purchaser or any Secured Party that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser or any Secured Party to fund its obligations under this Agreement. (k) for each Non–Table Funded Purchased Asset, the Deal Agent shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to the Basic Mortgage Asset Documents for each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Deal Agent in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. In the case of a Table Funded Purchased Asset or Swingline Purchase, the Deal Agent shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(h), each in form and substance satisfactory to the Deal Agent in its sole discretion, provided that the Deal Agent subsequently receives the items described in Subsections 2.2(d) and (h) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Deal Agent in its sole discretion; (l) the Deal Agent shall have received from the Seller a Warehouse Lender’s Release Letter substantially in the form of Exhibit VII–B hereto (or such other form acceptable to the Deal Agent) (“Warehouse Lender’s Release Letter”), if applicable, or a Seller’s Release Letter substantially in the form of Exhibit VII–A hereto (or such other form acceptable to the Deal Agent) (“Seller’s Release Letter”) covering each Eligible Asset to be sold to the Deal Agent; (m) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of the Seller’s Subsidiaries has been pledged to , the Deal Agent for the benefit shall have received certified copies of the Buyersapplicable Purchase Agreements and a True Sale Opinion; (dn) The Deal Agent shall be in receipt of the Servicing Agreements (including a Servicing Agreement for the Preferred Equity Interest or an addendum to the existing Servicing Agreement providing for the servicing of the Preferred Equity Interests) and the Pooling and Servicing Agreements (if any), certified as true, correct and complete copies of the originals, together with the Servicer Redirection Notices, fully executed by the Seller and Servicer; (o) on and as of such day, the Seller, the Guarantor and the Custodian shall have performed all of the covenants and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (p) the Repurchase Date for such Transaction is not later than to the earlier of (i) the Facility Maturity Date and (ii) 364 calendar days from the Purchase Date. (q) the Deal Agent shall have received evidence satisfactory to the Deal Agent that the Seller has delivered an irrevocable instruction to each Servicer or PSA Servicer under a Pooling and Servicing Agreement, as applicable, to pay Income with respect to the Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified without the prior written consent of the Deal Agent; (r) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller and the Guarantor in Section 8.01 and in Schedules 1(a)-1(j), as applicable, 4.1 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made only as of a specific date, as of such specific date); (es) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) Deal Agent shall be in receipt of the case evidence of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as insurance required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (ft) the Seller shall have delivered any other opinion or closing item required by Section 3.1 that was, with the written consent of the Deal Agent, not delivered on the Closing Date; (u) if applicable and to the extent required for the Deal Agent, the Purchaser or any Secured Party to assert its rights with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by an Eligible Asset, a certification of good standing for the Seller in each jurisdiction where the Mortgaged Property is located; (v) other conditions to such Purchase set forth in this Agreement or an Affiliate thereofthe Custodial Agreement are satisfied; (w) to the extent there are additional Sellers other than the initial Seller, the additional Sellers shall each deliver to the Deal Agent a duly executed Power of Attorney in the form attached as Exhibit III, a Joinder Agreement in form and substance satisfactory to the Deal Agent in its discretion and all other agreements, documents, certifications, UCC financing statements and Opinions of Counsel required of the Seller hereunder at the Closing Date or under the Joinder Agreement; (x) to the extent applicable, the Seller shall have provided delivered the opinions required by Section 3.3; (y) for each Preferred Equity Interest, the Seller has executed and delivered all instruments and documents and has taken all further action reasonably necessary and desirable or that the Deal Agent has reasonably requested in order to (i) perfect and protect the Deal Agent’s security interest in such Preferred Equity Interest (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Deal Agent, execution and filing of UCC financing statements and any and all other actions reasonably necessary to satisfy the Deal Agent that the Deal Agent has obtained a copy first priority perfected security interest in such Preferred Equity Interest); (ii) enable the Deal Agent to exercise and enforce its rights and remedies hereunder in respect of such Preferred Equity Interest; and (iii) otherwise effect the related Servicing purposes of this Agreement, certified including, without limitation and if requested by the Deal Agent, having delivered to the Deal Agent irrevocable proxies in respect of such Preferred Equity Interest; and (z) the Deal Agent shall have received all such other and further documents, reports, certifications, approvals and legal opinions as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed Deal Agent in its sole discretion shall reasonably require. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in Section 3.1 and this Section 3.2 have been satisfied (both as of the Servicer;date of such notice or request and as of the date of such purchase). The failure of the Seller or the Guarantor, as applicable, to satisfy any of the foregoing conditions precedent in respect of any Transaction shall, unless such failure was expressly waived in writing by the Deal Agent on or prior to the related Purchase Date, give rise to a right of the Deal Agent, which right may be exercised at any time on the demand of the Deal Agent, to rescind the related Transaction and direct the Seller to pay to the Deal Agent as agent for the Secured Parties an amount equal to the Purchase Price, the Price Differential, Breakage Costs and other amounts due in connection therewith during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer’s obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received, solely to the extent that Buyer previously shall have delivered to Seller a written demand therefor, (A) all reasonable out-of-pocket fees and expenses of counsel to Buyer as contemplated by Section 14(b), and (B) to the extent Seller is required hereunder to reimburse Buyer for such amounts, all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with appraisal review and due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; (11) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan; (12) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (13) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (14) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (15) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any Affiliate of Seller, Buyer shall have received a True Sale Certification; (16) with respect to each Eligible Asset that is a Wet-Ink Mortgage Loan, Buyer shall have received an insured closing letter from each Settlement Agent that is not a title insurance company; (17) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (18) the Effective Date shall have occurred; (19) the Repurchase Date for such Transaction is not later than the Termination Date; (20) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; and (21) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that if after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall have Purchase Prices in excess of the Maximum Committed Amount, such latest request shall be deemed a request for an Uncommitted Transaction.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer’s obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1128, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires as Buyer in its sole discretion deems appropriate to review and such review shall be satisfactory to Buyer in its sole discretion; (7) Buyer shall have received from Seller certified copies of any Servicing Agreement relating to the delivery Eligible Assets and Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) which amount, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage file loans or the equivalent, Seller securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the benefit of delayed delivery under circumstances and pursuant “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the terms occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and conditions set forth in Section 2.01(g)(ii) adversely the ability of the Custodial Buyer to fund its obligations under this Agreement; (f11) with respect to any Dry Mortgage each Eligible Asset, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report or Trust Receipt and Basic Status Report, as applicable, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the related form of Exhibit VII-B hereto (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that Seller has requested Buyer purchase pursuant to the Transaction Request is equal to or in excess of $10,000,000; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (15) The Repurchase Date for such Transaction shall not be later than the Termination Date; (16) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; and (17) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount. Each Transaction Request delivered by Seller hereunder shall constitute a certification by each of NCCC, NCRC, NCMC, New Century and Home123 that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that if after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall have Purchase Prices in excess of the Maximum Committed Amount, such latest request shall be deemed a request for an Uncommitted Transaction. Each of NCCC, NCRC, NCMC, New Century and Home123 hereby requests that Buyer, on each Business Day, convert each Eligible Asset which is not serviced a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Seller or an Affiliate thereofCustodian in accordance with the Custodial Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC, NCRC, NCMC, New Century and Home123 that all the Seller shall conditions set forth in this Section 3(b) have provided to the Agent a copy been satisfied (both as of the related Servicing Agreement, certified date hereof and as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;date of such conversion).

Conditions Precedent to all Transactions. The Agent’s Upon satisfaction of the conditions set forth in this Section 3(b), upon receipt of a Transaction Request and, if applicable, upon receipt and each review of the Mortgage File in accordance with Section 3(c), Buyer may enter into a Transaction with a Seller. This Repurchase Agreement is not a commitment by Buyer to enter into Transactions with a Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with a Seller. Each Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Repurchase Agreement. Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03No Termination Event, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller Sellers in Section 8.01 and in Schedules 1(a)-1(j), as applicable12 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiii) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, then outstanding Transactions under this Repurchase Agreement shall not (i) in exceed the case Maximum Purchase Price or (ii) exceed any applicable Sublimits; (iv) The results of any diligence, including but not limited to a Dry determination of Market Value and the Custodian’s review pursuant to the Custodial Agreement, which is performed by or on behalf of Buyer with respect to a Mortgage Asset, Seller shall have delivered a Transaction Request, Loan which is the subject of a Transaction Request Package and all is acceptable to Buyer in its sole good faith discretion; (v) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Mortgage Asset Documents Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming occurrence of such event or events; or (B) there shall have occurred a Purchased Asset, and (ii) material adverse change in the case financial condition of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Repurchase Agreement; or (vi) Each Transaction Request Package and pledge to deliver delivered by a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on Seller hereunder shall constitute a certification by such Transaction Request within five (5) Business Days of Seller that all the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (v) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1128, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) Buyer shall have received from Seller certified copies of any Servicing Agreement relating to the Eligible Assets and Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) which amount, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; or (11) with respect to any Dry Mortgage each Eligible Asset, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report or Trust Receipt and Basic Status Report, as applicable, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the related form of Exhibit VII-B hereto (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that Seller has requested Buyer purchase pursuant to the Transaction Request is equal to or in excess of $10,000,000; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; and (15) The Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase). Each of NCCC and NCMC hereby request that Buyer, on each Business Day, convert each Eligible Asset which is not serviced a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Seller or an Affiliate thereof, Custodian in accordance with the Seller Custodial Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have provided to the Agent a copy been satisfied (both as of the related Servicing Agreement, certified date hereof and as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;date of such conversion).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in this Section 3(b), the Buyer shall enter into a Transaction with a Seller. This Repurchase Agreement is a commitment by Buyer to engage in the Transactions as set forth herein up to the Maximum Committed Purchase Price; provided, that the Buyer shall have no commitment to enter into any Transaction requested which would result in the aggregate Purchase Price of then outstanding Transactions to exceed the Maximum Committed Purchase Price. Buyer’s agreement obligation to enter into each Transaction, provided that the Purchase Price of the requested Transaction combined with the aggregate amount of the respective Purchase Prices for all then outstanding Transactions does not exceed the Maximum Committed Purchase Price (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the each Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price. Notwithstanding the preceding sentence, Buyer shall have no obligation to perform enter into any Transaction, if, as a result of such Transaction the aggregate Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement exceed the Maximum Committed Purchase Price; (v) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to 5:30 p.m. (New York Time) one or more Due Diligence Reviews pursuant (1) day prior to Section 13.11the related Purchase Date, (i) in the case of a Dry Mortgage Asset, each applicable Seller shall have delivered to the Buyer (a) a Transaction Request, and (b) a Purchased Mortgage Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) At least one Business Day prior to the related Purchase Date, the Buyer shall have received a Transaction Request Package Request; (B) By 12:00 noon (New York time) on the related Purchase Date, the Custodian shall have received from the Buyer a schedule setting forth the mortgage loan identification number, the Mortgagor name and all the outstanding principal balance of Wet-Ink Mortgage Asset Documents Loans to be purchased by Buyer on such Purchase Date; and (C) The Custodian and the Buyer shall have received a Wiring Schedule setting forth the disbursement amount and wiring instructions for each Wet-Ink Mortgage Loan. (viii) The Sellers shall have delivered to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, by no later than 5:00 p.m. (New York Time) on the seventh Business Day following the applicable Purchase Date, the Sellers shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Sellers pursuant to any Wet Transaction hereunder; (x) None of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Assets identified on Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xi) Each Transaction Request within five (5) Business Days of delivered by a Seller hereunder shall constitute a certification by such Seller that all the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in this Section 2.01(g)(ii3(b) (other than clause (x) hereof) have been satisfied (both as of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller date of such notice or an Affiliate thereof, the Seller shall have provided to the Agent a copy request and as of the related Servicing Agreement, certified as a true, correct and complete copy date of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s Purchaser's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale:: Loan Purchase and Repurchase Agreement (Wachovia and Arbor) (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction by the Purchaser in accordance with the provisions hereof or any other transaction contemplated herein; (b) the Seller, the Guarantor, the Pledgor and each Servicer and PSA Servicer shall have delivered to the Purchaser all reports and other information required to be delivered as of the date of such Transaction; (c) the Seller shall have delivered a Confirmation Confirmation, via Electronic Transmission Transmission, in accordance with the procedures set forth in Section 3.032.2, and the Agent Purchaser shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit and other approvals for such Transaction; (bd) no Default Unmatured Termination Event or Termination Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effectcontinuing; (ce) the Agent Purchaser shall have received a certificate Compliance Certificate in the form of Exhibit X attached hereto ("Compliance Certificate") from a Responsible Officer of the SellerSeller and Guarantor that, substantially in the form of Exhibit J hereto, among other things: (i) showing shows in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit the aggregate Purchase Price of the Transactions outstanding shall then existnot exceed the Maximum Amount, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has and the Guarantor have observed or performed all of its their covenants and other agreements in all material respectsagreements, and satisfied in all material respects, every condition, contained in this Agreement Agreement, the Repurchase Documents and the related documents to be observed, performed or satisfied by itthem, and that such Responsible Officer has obtained no knowledge of any Default Unmatured Termination Event or Termination Event of Default except as specified in such certificate, (iii) describing states that all interests representations and warranties contained in this Agreement are true and correct on and as of such day as though made on and as of such day and shall be deemed to be made on such day, and (iv) the Guarantor is in compliance with the Financial Covenants; (f) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (g) subject to the Purchaser's right to perform one or more Due Diligence Reviews pursuant to Section 13.21, the Purchaser shall have completed in accordance with Section 2.2 its due diligence review of the Mortgage Asset File and the Underwriting Package for each Purchased Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Purchaser in its sole discretion deems appropriate to review and such review shall be satisfactory to the Purchaser in its sole discretion; (h) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, the Seller shall have provided to the Purchaser Loan Purchase and Repurchase Agreement (Wachovia and Arbor) 42 copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals, together with Servicer Notices fully executed by the Seller and the Servicer; (i) the Purchaser shall have received all fees and expenses of the Purchaser and counsel to the Purchaser as contemplated by Section 13.9 and the Fee Letter and, to the extent the Seller is required hereunder to reimburse the Purchaser for such amounts the Purchaser shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Purchaser's option, may be withheld from the sale proceeds of any Transaction hereunder; (j) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Purchaser resulting in the effective absence of a "repo market" or related "lending market" for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser not being able to finance Mortgage Assets through the "repo market" or "lending market" with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by Mortgage Assets, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Mortgage Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement. (k) for each Non-Table Funded Purchased Asset, the Purchaser shall have received from the Custodian on each Purchase Date a Trust Receipt and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Purchaser in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. In the case of a Table Funded Purchased Asset, the Purchaser shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(h), each in form and substance satisfactory to the Purchaser in its sole discretion, provided that the Purchaser subsequently receives the items described in Subsections 2.2(d) and (h) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Purchaser in its sole discretion; Loan Purchase and Repurchase Agreement (Wachovia and Arbor) (l) the Purchaser shall have received from the Seller a Warehouse Lender's Release Letter substantially in the form of Exhibit VII-B hereto (or such other form acceptable to the Purchaser) ("Warehouse Lender's Release Letter"), if applicable, or a Seller's Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to the Purchaser) ("Seller's Release Letter") covering each Eligible Asset to be sold to the Purchaser; (m) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification Purchaser shall have received certified copies of the Seller’s compliance with the requirements of Section 9.01(f) applicable Purchase Agreements and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyersa True Sale Opinion; (dn) the Purchase Price specified in a Confirmation for a Transaction shall not be less than $1,000,000; (o) on and as of such day, the Seller, the Guarantor and the Custodian shall have performed all of the covenants and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (p) the Repurchase Date for such Transaction is not later than the Facility Maturity Date; (q) the Purchaser shall have received evidence satisfactory to the Purchaser that the Seller has delivered an irrevocable instruction to each Servicer or PSA Servicer under a Pooling and Servicing Agreement, as applicable, to pay Income with respect to the Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified without the prior written consent of the Purchaser; (r) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller and the Guarantor in Section 8.01 and in Schedules 1(a)-1(j), as applicable, 4.1 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made only as of a specific date, as of such specific date); (es) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) Purchaser shall be in receipt of the case evidence of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as insurance required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (ft) with respect to the Seller shall have delivered any Dry Mortgage Asset to be purchased hereunder other opinion or closing item required by Section 3.1 that was not delivered on the related Purchase Closing Date which is not serviced by (including, without limitation, the filing of UCC financing statements against the Seller and the Pledgor, an opinion regarding perfection by possession, perfection by filing and other matters delivered on behalf of the Seller and acceptable to the Purchaser in its discretion, the Guarantor's resolution duly executed, an opinion on behalf of the Guarantor acceptable to the Purchaser in its discretion, a fully executed Servicing Agreement and the establishment of the Collection Account); Loan Purchase and Repurchase Agreement (Wachovia and Arbor) (u) a certification of good standing for the Seller for the Seller in each jurisdiction where the Mortgaged Property is located; (v) other conditions to such Purchase set forth in this Agreement or an Affiliate thereofthe Custodial Agreement are satisfied; and (w) to the extent applicable, the Seller shall have provided to delivered the Agent a copy of opinions required by Section 3.3; and (x) the related Servicing AgreementPurchaser shall have received all such other and further documents, certified reports, certifications, approvals and legal opinions as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed Purchaser in its sole discretion shall reasonably require. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in Section 3.1 and this Section 3.2 have been satisfied (both as of the Servicer;date of such notice or request and as of the date of such purchase). The failure of the Seller or Guarantor, as applicable, to satisfy any of the foregoing conditions precedent in respect of any Transaction shall, unless such failure was expressly waived in writing by the Purchaser on or prior to the related Purchase Date, give rise to a right of the Purchaser, which right may be exercised at any time on the demand of the Purchaser, to rescind the related Transaction and direct the Seller to pay to the Purchaser for the benefit of the Purchaser an amount equal to the Purchase Price, the Price Differential, Breakage Costs and other amounts due in connection therewith during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in the Section 3(b), the Buyer may enter into a Transaction with Seller. This Agreement is not a commitment by Buyer to enter into Transactions with Seller or Seller to enter into Transactions with Buyer but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. The Agent’s parties hereby acknowledges that Buyer and each Seller are under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Buyer’s 's agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the sale: (a) the Seller thereof: Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.033(c); No Termination Event, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Documents; Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereofthereto, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) ; After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents Maximum Purchase Price; After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing to Asset Value of all Purchased Mortgage Loans exceeds the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with aggregate Repurchase Price for such Transactions; With respect to any Wet Transactions the subject of which are Mortgage Assets identified Loans other than Wet-Ink Mortgage Loans on such Transaction Request within five or prior to 10 a.m. (5New York Time) Business Days of one (1) day prior to the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: By 4:00 p.m. (New York City time) one (1) Business Day prior to the related Purchase Date, the Buyer shall have received the approximate amount of the related Servicing AgreementPurchase Price (the "Estimated Purchase Price"); By 3:45 p.m. (New York City time) on the related Purchase Date, certified as the Buyer and the Disbursement Agent shall have received (a) the final Mortgage Loan Schedule, including, without limitation, a trueschedule setting forth the mortgage loan identification number, correct the Mortgagor name and complete copy the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by Buyer on such Purchase Date, (b) an updated report setting forth the approximate outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the Buyer on such Purchase Date and the amount of the originalrelated Purchase Price (the "Actual Purchase Price") and (c) a Wiring Schedule; and By 4:00 p.m. (New York City time) on the related Purchase Date, together the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink Mortgage Loan with the related Mortgage Loan Schedule attached thereto. The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan which is not a Servicer NoticeWet- Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, fully executed by no later than 1:00 p.m. (New York Time) on the seventh Business Day following the applicable Purchase Date, Seller shall deliver the Mortgage File to the Custodian; The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer's option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; None of the following shall have occurred and/or be continuing: an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (x) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have received an executed copy of a Term Sheet with respect to the Purchased Mortgage Loans in accordance with the procedures set forth in the Purchase Agreement; (ii) Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (biii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ev) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price. (vi) After giving effect to perform one or more Due Diligence Reviews pursuant to Section 13.11the requested Transaction, (i) in the case of a Dry Mortgage Asset, Seller there shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents been no more than three (3) Transactions per week; (vii) After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (viii) Such Transaction has consented in writing a Purchase Price of at least $10,000,000; (ix) on or prior to the related Mortgage Asset becoming a Purchased Asset, and 10:00 a.m. (iiNew York time) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge one (1) day prior to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; (x) the Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (xi) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 26 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (xii) none of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the original, together Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a Servicer Notice, fully executed material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xiii) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (xii) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in the Section 3(b), the Buyer may enter into a Transaction with Seller. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price; (iv) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to the related Mortgage Asset becoming a Purchased Asset, and 5:30 p.m. (iiNew York Time) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge one (1) day prior to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; (vii) With respect to Transactions the subject of which are Wet-Ink Mortgage Loans: (A) At least one Business Day prior to the related Purchase Date, the Buyer shall have received a Transaction Request; (B) By 12:00 noon (New York time) on the related Purchase Date, the Custodian shall have received from the Buyer a schedule setting forth the mortgage loan identification number, the Mortgagor name and the outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by Buyer on such Purchase Date; and (C) The Custodian and the Buyer shall have received a Wiring Schedule setting forth the disbursement amount and wiring instructions for each Wet-Ink Mortgage Loan. (viii) The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect to each Wet-Ink Mortgage Loan, by no later than 5:00 p.m. (New York Time) on the seventh Business Day following the applicable Purchase Date, Seller shall deliver the Mortgage File to the Custodian; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (x) None of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the original, together Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a Servicer Notice, fully executed material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xi) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (x) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Deal Agent’s and each Buyerthe Purchaser’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction by the Deal Agent or the Purchaser in accordance with the provisions of this Agreement or any other transaction contemplated herein; (b) the Seller, the Guarantor, each Servicer and each PSA Servicer shall have delivered to the Deal Agent all reports and other information required to be delivered as of the date of such Transaction; (c) the Deal Agent shall have received a written Transaction Request, the related Underwriting Package and the related Seller Asset Schedule; (d) the Seller shall have delivered a Confirmation Confirmation, via Electronic Transmission Transmission, in accordance with the procedures set forth in Section 3.032.2 of this Agreement, the Mortgage Asset shall be an Eligible Asset (unless waived by the Deal Agent in its discretion) and the Deal Agent shall have determined that the Mortgage Asset described approved in such Confirmation is an Eligible Asset, shall have approved writing the purchase of the Mortgage Eligible Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit and other approvals for such Transaction; (be) no Default or Event of Default shall have occurred and be continuing under this Agreementcontinuing, no Margin Deficits are outstanding (unless the Guarantee Agreement or any other Repurchase Document Transaction shall eliminate the Margin Deficit), and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectEffect has occurred; (cf) the Deal Agent shall have received a certificate Compliance Certificate in the form of Exhibit VIII attached hereto (“Compliance Certificate”) from a Responsible Officer of the SellerSeller and the Guarantor that, substantially in the form of Exhibit J hereto, among other things: (iA) showing shows in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit the aggregate Purchase Price of the Transactions outstanding shall then existnot exceed the Maximum Amount, (iiB) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii)Seller, the Seller has Guarantor and the Pledgor have in all material respects observed or performed all of its their covenants and other agreements in all material respectsagreements, and satisfied in all material respects, respects every condition, contained in this Agreement Agreement, the Repurchase Documents and the related documents to be observed, performed or satisfied by itthem, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iiiC) describing states that all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest representations and warranties contained in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset Repurchase Documents are true and correct in right all material respects on and as of payment or priority)such day as though made on and as of such day and shall be deemed to be made on such day, (ivD) shows that the Seller and NorthStar are in compliance with the Financial Covenants and, on a quarterly basis as provided in Subsection 5.1(q)(i)(B) of this Agreement, showing in detail the calculations supporting such Responsible Officer’s the certification of the Seller’s and NorthStar’s compliance with the requirements of Section 9.01(fFinancial Covenants, (E) and Sections 9.01(l)-(odiscloses the status of each Interest Rate Protection Agreement described under clause (ii) of the definition thereof; (g) subject to the Deal Agent’s right to perform one or more due diligence reviews pursuant to Section 13.20 of this Agreement, the Deal Agent shall have completed, in accordance with Section 2.2 of this Agreement, its due diligence review of the Mortgage Asset, the Mortgage Asset File and the Underwriting Package for each proposed Mortgage Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Deal Agent in its discretion deems appropriate to review, and such reviews shall be satisfactory to the Deal Agent in its discretion; (h) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not serviced by the Seller, the Seller shall have provided to the Deal Agent copies of the related Servicing Agreements and the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals, together with Servicer Redirection Notices fully executed by the Seller and the Servicer; (i) the Deal Agent as agent for the Secured Parties shall have received all reasonable fees and expenses of the Deal Agent and the Purchaser and counsel to the Deal Agent and the Purchaser as contemplated by Section 2.12 and Section 13.8 of this Agreement and the Fee Letter, and the Deal Agent as agent for the Secured Parties shall have received the reasonable costs and expenses incurred by them in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at the Deal Agent’s option, may be withheld from the sale proceeds of any Transaction hereunder; (j) for each Non-Table Funded Purchased Asset, the Deal Agent shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Deal Agent in its discretion in respect of Eligible Assets to be purchased hereunder on such Business Day. In the case of a Table Funded Purchased Asset or Swingline Purchase, the Deal Agent shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(e), each in form and substance satisfactory to the Deal Agent in its discretion, provided that the Deal Agent subsequently receives the items described in Subsection 2.2(d) and (ve) confirming that all equity of each of and the Seller’s Subsidiaries has been pledged other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Deal Agent for the benefit of the Buyersin its discretion; (dk) the Deal Agent shall have received from the Seller a Warehouse Lender’s Release Letter, if applicable, or a Seller’s Release Letter covering each Eligible Asset to be sold to the Purchaser or its designee; (l) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of Seller, the Deal Agent shall have received certified copies of the applicable Purchase Agreements (if any) and, if requested by the Deal Agent in its reasonable discretion, a True Sale Opinion; (m) on and as of such day, the Seller, the Guarantor, the Pledgor and the Custodian shall have performed all of the covenants and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (n) the Repurchase Date for such Transaction is not later than the earlier of (i) Facility Maturity Date and (ii) 364 calendar days from the Purchase Date (subject to the Refinance Option); (o) the Deal Agent shall have received evidence satisfactory to the Deal Agent that the Seller has delivered an irrevocable instruction to each Servicer, PSA Servicer or other applicable Person to pay Income with respect to the Purchased Items directly to the Collection Account, as provided herein, which instructions may not be modified without the prior written consent of the Deal Agent, and the Seller shall have delivered all notices and instructions and obtained all certifications, acknowledgments, agreements and registrations required to perfect any CMBS Security; (p) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the all representations and warranties made by each of the Seller in Section 8.01 Seller, the Guarantor and in Schedules 1(a)-1(j), as applicable, the Pledgor shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eq) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Deal Agent shall be in receipt of the evidence of insurance (iif any) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) 9.1 of the Custodial Agreement; (fr) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Deal Agent resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser not being able to finance Mortgage Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets or commercial or multifamily real property, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Mortgage Assets or commercial or multifamily real property at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement; (s) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (t) [Reserved]; (u) the Deal Agent shall have received all such other and further documents, reports, certifications, approvals and legal opinions as the Deal Agent in its discretion shall reasonably require; and (v) for each Preferred Equity Interest, the applicable Seller has executed and delivered all instruments and documents and has taken all further action reasonably necessary and desirable or that the Deal Agent has reasonably requested in order to (i) perfect and protect the security interest of the Deal Agent as agent for the Secured Parties in such Preferred Equity Interest (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Deal Agent, and any and all other actions reasonably necessary to satisfy the Deal Agent that the Deal Agent as agent to the Secured Parties has obtained a first priority perfected security interest in such Preferred Equity Interest); (ii) enable the Deal Agent as agent to the Secured Parties to exercise and enforce its rights and remedies hereunder in respect of such Preferred Equity Interest; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if requested by the Deal Agent, having delivered to any Dry the Deal Agent irrevocable proxies in respect of such Preferred Equity Interest. (w) to the extent the Mortgage Loan Documents for the related Eligible Asset contain notice, cure and other provisions in favor of a pledgee of the Eligible Asset under a repurchase or warehouse facility, and without prejudice to the sale treatment of the Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller Purchaser or an Affiliate thereofits designee, the Seller shall have provided provide evidence to the Deal Agent a copy that the Seller has given notice to the applicable Persons of the Deal Agent’s and the Purchaser’s or its designee’s interest in such Eligible Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that the Deal Agent and the Purchaser or its designee are entitled to receive the benefits and exercise the rights of a pledgee under the terms of such pledgee provisions contained in the related Servicing Agreement, certified as a true, correct and complete copy Mortgage Loan Documents; The failure of the originalSeller or the Guarantor, together with a Servicer Noticeas applicable, fully executed to satisfy any of the foregoing conditions precedent in respect of any Transaction shall, unless such failure was expressly waived in writing by the Deal Agent on or prior to the related Purchase Date, give rise to a right of the Deal Agent, which right may be exercised at any time on the demand of the Deal Agent, to rescind the related Transaction and direct the Seller to pay to the Deal Agent as agent for the Secured Parties an amount equal to the Purchase Price, the Price Differential, Breakage Costs and other amounts due in connection therewith during any such time that any of the Servicer;foregoing conditions precedent were not satisfied.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires as Buyer in its sole discretion exercised in good xxxxx xxxxx appropriate to review and such review shall be satisfactory to Buyer in its sole discretion exercised in good faith, provided the delivery of Buyer hereby acknowledges that Seller is under no obligation to deliver the Mortgage Loan Documents to Buyer or its Custodian with respect to a mortgage file or Wet-Ink Loan until the equivalent, Seller shall have eighth (8th) Business Day after the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreementrelated Purchase Date; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received (i) all fees and expenses of counsel to Buyer as contemplated by Section 14(b), (ii) to the extent Seller is required hereunder to reimburse Buyer for such amounts, all reasonable costs and expenses incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with appraisal review and due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, and (iii) any Non-Use Fee contemplated by Section 3(n), which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; (11) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan; (12) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which materially and adversely affects the ability of Buyer to fund its obligations under this Agreement; (13) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (14) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (15) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any third party, including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Certification; (16) with respect to each Eligible Asset that is a Wet-Ink Mortgage Loan, Buyer shall have received an insured closing letter from each Settlement Agent that is not a title insurance company (17) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (18) each Transaction Request will have an aggregate Purchase Price at least equal to $500,000; and (19) the Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in this Section 3(b), the Buyer may enter into a Transaction with Seller. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, (A) the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price and (iB) in the case of a Dry Mortgage Asset, Seller Purchase Price shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents be no less than the Minimum Purchase Price; (v) After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing to Asset Value of all Purchased Mortgage Loans exceeds the related Mortgage Asset becoming a Purchased Asset, and aggregate Repurchase Price for such Transactions; (iivi) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within At least five (5) Business Days of prior to the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer the related Purchase Agreement and/or Servicing Agreement containing the individual Mortgage Loan representations and warranties and servicing requirements with respect to the Mortgage Loans being sold to the Buyer; (vii) On or prior to 10 a.m. (New York Time) one (1) day prior to the related Purchase Date, the Seller shall have delivered to the Buyer (a) a copy Transaction Request, and (b) a Mortgage Loan Schedule; and (viii) The Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased Mortgage Loan to the Buyer; (ix) The Buyer shall have received all fees and expenses of counsel to the Buyer reimbursable pursuant to by Sections 15(b) and 27 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (x) None of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the original, together Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a Servicer Notice, fully executed material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xi) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (x) hereof) have been satisfied (both as of the date of such request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Upon satisfaction of the conditions set forth in the Section 3(b), the Buyer shall enter into a Transaction with Seller. Buyer’s agreement 's obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (bii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date for such Transaction in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (eiv) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased MH Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, Maximum Purchase Price; (iv) in the case of a Dry Mortgage Asset, Seller shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer has consented in writing Asset Value of all Purchased MH Loans exceeds the aggregate Repurchase Price for such Transactions; (vi) On or prior to the related Mortgage Asset becoming a Purchased Asset, and 12:00 Noon (iiNew York Time) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge one (1) day prior to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased MH Loan Report, which report shall be posted on Intralinks or a substantially similar electronic transmission system protected by a password; (vii) The Seller shall have delivered to the Custodian the Loan File with respect to each Purchased MH Loan and the Custodian shall have issued a Trust Receipt with respect to each such Purchased MH Loan to the Buyer; (viii) The Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 27 which amounts, at the Buyer's option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (ix) None of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the originalBuyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by securities or mortgage loans; or (B) the senior debt obligations or short-term debt obligations of Xxxxxxx Xxxxx & Co., together with a Servicer NoticeInc. shall be rated below the four highest generic grades (without regard to any pluses and minuses reflecting gradations within such generic grades) by any Rating Agency; (x) Either the Underwriting Guidelines delivered pursuant to this Repurchase Agreement remain in effect unmodified, fully executed or any amendment or modification of such Underwriting Guidelines has been provided to, and approved by, Buyer; or (xi) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (ix) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1127, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) Buyer shall have received from Seller certified copies of any Servicing Agreement relating to the Eligible Assets and Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) which amount, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; or (11) with respect to any Dry Mortgage Asset each Eligible Asset, Buyer shall have received from Custodian a Trust Receipt and a Basic Status Report and Exception Report with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the related form of EXHIBIT VII-B hereto (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form of EXHIBIT VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that Seller has requested Buyer purchase pursuant to the Transaction Request is equal to or in excess of $10,000,000; and (14) the Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase). Each of NCCC and NCMC hereby request that Buyer, on each Business Day, convert each Eligible Asset which is not serviced a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Seller or an Affiliate thereof, Custodian in accordance with the Seller Custodial Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have provided to the Agent a copy been satisfied (both as of the related Servicing Agreement, certified date hereof and as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;date of such conversion).

Conditions Precedent to all Transactions. The Administrative Agent’s and each Buyer’s agreement obligation to enter into each Transaction Transaction, for the benefit of Buyers, (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the salethereto: (a) the Seller shall have delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction; (b) no No Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (cb) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific earlier date); (c) The amount requested in the Transaction Request does not exceed the then Available Purchase Price; (d) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans in the Asset Base that have not been repurchased is not less than the aggregate Purchase Price; and (e) subject to the Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.11, (i) in the case of a Dry Mortgage Asset, Seller The Custodian shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review completed its examination of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions Files as set forth in Section 2.01(g)(ii3.1 (except with respect to each Eligible Mortgage Loan which is a Wet Loan subject to Section 3.2) of the Custodial Agreement, the Administrative Agent shall have reviewed such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Mortgage Loans as the Administrative Agent in its sole discretion deems appropriate to review, and such examination and review shall be satisfactory to the Custodian and the Administrative Agent in their sole discretion; (f) with respect The Administrative Agent shall have received all fees and expenses of counsel to the Administrative Agent as contemplated by Sections 15.2, 29 and 39, then due and payable, which amount, at the Administrative Agent’s option, may be withheld from any Dry Transaction hereunder; (g) To the extent Seller is selling Mortgage Asset to be purchased hereunder Loans which are registered on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofMERS® System, the Seller shall have provided to delivered an Electronic Tracking Agreement entered into, duly executed and delivered by the Agent parties thereto (including, the Administrative Agent) and being in full force and effect, free of any modification, breach or waiver; and (h) Each Transaction Request delivered by Seller hereunder shall constitute a copy certification by Seller that all the conditions set forth in this Section 3.2 and Section 3.3 have been satisfied (both as of the related Servicing Agreement, certified date of such notice or request and as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement obligation to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the AgentBuyer’s right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset File requires the delivery of (other than a mortgage file Wet-Ink Mortgage Loan), and such other documents, records, agreements, instruments, mortgaged properties or the equivalent, Seller information relating to such Purchased Asset as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller Buyer shall have provided to the Agent a copy received from Seller copies of the related all Servicing AgreementAgreements, each certified as a true, correct and complete copy of the original, together with Servicer Notices attached thereto acknowledged by the applicable Servicer; (8) [Reserved]; (9) Buyer shall have approved, in its sole discretion, all material exceptions to the Underwriting Guidelines; (10) [Reserved] (11) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a Servicer Notice, copy of a fully executed Electronic Tracking Agreement; (12) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Buyer as Investor or Interim Funder for each such MERS Designated Mortgage Loan; (13) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (14) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (15) Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the form of Exhibit VII-B hereto (or such other form acceptable to Buyer) or a Seller’s Release Letter substantially in the form of Exhibit VII-A hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (16) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any Affiliate of Seller, Buyer shall have received a True Sale Certification; (17) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (18) within 60 days of the Servicer;Effective Date, an Account Agreement shall have been entered into; and (19) the Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the consummation thereof and the intended use of the proceeds of the salethereof: (ai) the Seller Buyer shall have received an executed copy of a Term Sheet with respect to the Purchased Mortgage Loans in accordance with the procedures set forth in the Purchase Agreement; (ii) Buyer shall have executed and delivered a Confirmation via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (biii) no No Termination Event, Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (d) both Both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ev) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Agent’s right Maximum Purchase Price; (vi) After giving effect to perform one or more Due Diligence Reviews pursuant to Section 13.11the requested Transaction, (i) in the case of a Dry Mortgage Asset, Seller there shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents been no more than three (3) Transactions per week; (vii) After giving effect to the Custodian as required by this Agreement and requested Transaction, the Custodial Agreement and Buyer Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (viii) Such Transaction has consented in writing a Purchase Price of at least $10,000,000; (ix) on or prior to the related Mortgage Asset becoming a Purchased Asset, and 10 a.m. (iiNew York time) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge one (1) day prior to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (f) with respect to any Dry Mortgage Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereof, the Seller shall have provided delivered to the Agent Buyer (a) a copy Transaction Request, and (b) a Purchased Mortgage Loan Report; (x) the Seller shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan and the Custodian shall have issued a Custodian’s Certification with respect to each such Purchased Mortgage Loan to the Buyer; (xi) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) and 26 which amounts, at the Buyer’s option, may be withheld from the proceeds remitted by Buyer to the Seller pursuant to any Transaction hereunder; (xii) none of the related Servicing Agreement, certified as a true, correct and complete copy following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of the original, together Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a Servicer Notice, fully executed material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; or (xiii) Each Transaction Request delivered by the Seller hereunder shall constitute a certification by the Seller that all the conditions set forth in this Section 3(b) (other than clause (xii) hereof) have been satisfied (both as of the date of such notice or request and as of the Servicer;date of such purchase).

Conditions Precedent to all Transactions. The Administrative Agent’s and each Buyer’s ’s, on behalf of Buyers, agreement to enter into each Transaction (including the initial Transaction) shall be determined in Administrative Agent’s sole discretion and is otherwise subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (ai) Seller shall give Administrative Agent no less than two (2) Business Days’ prior written notice of each Transaction (including the initial Transaction), which notice shall describe the terms of the Transaction and the Purchased Assets; LEGAL_US_E # 160815361.8 (ii) The sum of (A) the Seller shall have delivered a Confirmation via Electronic Transmission unpaid Purchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for the pending Transaction, in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asseteach case, shall have approved not exceed the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such TransactionMaximum Facility Amount; (biii) No Market Disruption Event or Force Majeure Event has occurred and is continuing, no Margin Deficit that has resulted in a Margin Deficit Notice, Potential Event of Default or Event of Default shall have occurred and be continuing exist under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectTransaction Document; (civ) the Agent No Material Adverse Effect shall exist; (v) Seller shall have received executed a certificate Confirmation for such proposed Transaction; (vi) Administrative Agent, on behalf of a Responsible Officer of the SellerBuyers, substantially in the form of Exhibit J hereto, shall have (i) showing determined, in detail its sole discretion, that the calculations demonstrating thatAsset proposed to be sold to Administrative Agent, after giving effect to the requested Transactionon behalf of Buyers, no Margin Deficit shall then existby Seller in such Transaction is an Eligible Asset, (ii) stating that, satisfactorily completed its “Know Your Customer” and OFAC diligence (as to the best of such Responsible Officer’s knowledgerelated Mortgagor, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(iiguarantor and all other related parties, as determined by Administrative Agent), the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests determined conformity to the terms of the SellerTransaction Documents and Administrative Agent’s Affiliates in or any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitationBuyers’ internal credit and underwriting criteria, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), and (iv) showing obtained internal credit approval, to be granted or denied in detail Administrative Agent’s sole discretion, for the calculations supporting inclusion of such Responsible Officer’s certification Eligible Asset as a Purchased Asset in a Transaction, without regard for any prior credit decisions by Administrative Agent or any Buyer or any respective Affiliate of the Seller’s compliance Administrative Agent or any Buyer, and with the requirements understanding that Administrative Agent or any Buyer shall have the absolute right to change any or all of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity its internal underwriting criteria at any time, without notice of each of the any kind to Seller’s Subsidiaries has been pledged to the Agent for the benefit of the Buyers; (dvii) Seller shall have delivered to Administrative Agent, on behalf of Buyers, a list of all exceptions to the representations and warranties relating to the Eligible Asset and any other eligibility criteria for such Eligible Asset (the “Requested Exceptions Report”); (viii) Guarantor shall have delivered to Administrative Agent a true and accurate Covenant Compliance Certificate with respect to Guarantor’s most recently ended fiscal quarter for which a Covenant Compliance Certificate is required to be delivered hereunder, provided that to the extent Guarantor has previously delivered to Administrative Agent a Covenant Compliance Certificate for the most recently ended fiscal quarter, Seller or Guarantor need not provide an additional Covenant Compliance Certificate for such fiscal quarter in connection with the proposed Transaction; (ix) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 each of Exhibit V and in Schedules 1(a)-1(j), as applicable, Article 9 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), subject to such exceptions specified in any Requested Exceptions Report that has been approved by Administrative Agent, on behalf of Buyers; (ex) subject to the Administrative Agent’s right and Buyers’ rights to perform one or more Due Diligence Reviews due diligence reviews pursuant to Section 13.11Article 28, (i) in the case of a Dry Mortgage Asset, Seller Administrative Agent shall have delivered a Transaction Requestcompleted its due diligence review of the Purchased Asset File, a Transaction Request Package and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Administrative Agent, on behalf of Buyers, in its sole discretion deems appropriate to review, including, without limitation, all Mortgage Asset Documents external legal due diligence any due diligence relating to the Custodian as required by this Agreement lending LEGAL_US_E # 160815361.8 licensing requirements which may impact Buyers, and the Custodial Agreement such review shall be satisfactory to Administrative Agent in its sole discretion and Buyer Administrative Agent, on behalf of Buyers, has consented in writing to the related Mortgage Eligible Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of delayed delivery under circumstances and pursuant to the terms and conditions set forth in Section 2.01(g)(ii) of the Custodial Agreement; (fxi) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which that is not primarily serviced by the Seller or an Affiliate thereofPrimary Servicer, the Seller shall have provided to the Administrative Agent a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicerservicer named in the related Servicing Agreement; (xii) Seller shall have directed Servicer to remit all such payments into the Depository Account and to service such payments in accordance with the provisions of this Agreement; (xiii) Seller shall have paid to Administrative Agent, on behalf of Buyers, all amounts that are due and payable under this Agreement at the time of such Transaction, including, without limitation, all legal fees and expenses of outside counsel and the reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent, on behalf of Buyers, in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Administrative Agent’s, on behalf of Buyers, option, may be withheld from the sale proceeds of any Transaction hereunder; (xiv) Administrative Agent, on behalf of Buyers, shall have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law including without limitation changes in any Reserve Requirements and any other increase in cost to Administrative Agent or any Buyer, applicable to Administrative Agent or any Buyer has not made it unlawful or impracticable, and no Governmental Authority shall have asserted that it is unlawful, for Administrative Agent or any Buyer to enter into the Transaction; (xv) Seller shall have taken such other action as Administrative Agent, on behalf of Buyers, shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other Transaction Document in favor of Administrative Agent, on behalf of Buyers, with respect to the Purchased Assets; (xvi) If such Eligible Asset was acquired by Seller from a Person that is not an Affiliate of Seller, Seller shall have disclosed to Administrative Agent, on behalf of Buyers, the acquisition cost of such Eligible Asset (including therein reasonable supporting documentation required by Administrative Agent and/or any Buyer, if any); (xvii) Administrative Agent, on behalf of Buyers, shall have received all such other and further documents, documentation and legal opinions as Administrative Agent in its reasonable discretion shall reasonably require; provided, however, that in the case of the initial Transaction, such legal opinions shall be delivered no later than ten (10) Business Days after the Closing Date; (xviii) Administrative Agent, on behalf of Buyers, shall have received (i) other than with respect to a Table Funded Purchased Asset, from Custodian on each Purchase Date an Asset Schedule and Exception Report (as defined in the Custodial Agreement) with respect to each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Administrative Agent in its sole discretion in respect of Eligible Assets to be purchased hereunder LEGAL_US_E # 160815361.8 on such Business Day; or (ii) a Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being held on behalf of Administrative Agent, on behalf of Buyers; (xix) as of the applicable Purchase Date for such Eligible Asset, each of the Concentration Limits is satisfied; (xx) Administrative Agent shall have received from Seller an original Release Letter covering such Eligible Asset to be sold to Administrative Agent, on behalf of Buyers; (xxi) The Advance Rate relating to such Eligible Asset shall not exceed the Maximum Advance Rate; (xxii) as of the Purchase Date, the related Eligible Asset shall have a Buyer’s LTV no greater than sixty percent (60%); and (xxiii) Administrative Agent, on behalf of Buyers, shall have received from Seller the Draw Fee related to such Eligible Asset in accordance with the terms and provisions of the Fee Letter.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter into each Committed Transaction (including the initial Transaction) and, in the event Buyer chooses, in its sole discretion, to enter into an Uncommitted Transaction pursuant to Section 3(c) below, Buyer's obligation to enter into each Uncommitted Transaction, is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction;3(c). (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable, 10 shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1126, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) with respect to any Dry Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date which is not serviced by the Seller or an Affiliate thereofSeller, the Seller shall have provided to the Agent Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by the Seller and the Servicer; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) and, to the extent Seller is required hereunder to reimburse Buyer for such amounts, Buyer shall have received the reasonable costs and expenses incurred by it in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (11) with respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form attached to the Custodial and Disbursement Agreement (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) prior to the purchase of any Mortgage Loan acquired (by purchase or otherwise) by Seller from any third party, including without limitation, any Affiliate of Seller, Buyer shall have received a True Sale Certification; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (15) the Repurchase Date for such Transaction is not later than the Termination Date; (16) after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount; (17) after giving effect to the requested Uncommitted Transaction, the aggregate amount of outstanding Uncommitted Transactions shall not have Purchase Prices in excess of the Maximum Uncommitted Amount; (18) to the extent there are any MERS Designated Mortgage Loans, Buyer shall have received from Seller a copy of a fully executed Electronic Tracking Agreement; (19) Buyer shall have received from Seller, with respect to MERS Designated Mortgage Loans, a MERS Report reflecting Seller as Investor and no Person named in the Interim Funder field for each such MERS Designated Mortgage Loan; (20) immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the Tangible Net Worth of AHMIC and its consolidated Subsidiaries shall be at least $500,000,000; provided, however, that in no event shall the Seller's failure to meet such Tangible Net Worth test result in any Non-Use Fee or Termination Fee to the Seller hereunder; (21) immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, Seller shall not permit, for any period of three (3) consecutive calendar months, Net Income of AHMIC and its consolidated Subsidiaries for such period determined on a monthly basis, before income taxes for such period and distributions made during such period, to be less than $1.00; and (22) immediately prior to the requested Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, Seller shall not permit the ratio of Total Indebtedness to Tangible Net Worth of AHMIC and its consolidated Subsidiaries at any time to be greater than 18:1. With respect to any failure of condition precedent to any Transaction resulting from the failure of Buyer to approve any replacement facility to the Existing Facilities, in no event shall such failure result in any Non-Use Fee or Termination Fee to the Seller hereunder. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall not have Purchase Prices in excess of the Maximum Committed Amount, in which case such request shall be deemed a request for an Uncommitted Transaction.

Conditions Precedent to all Transactions. The Agent’s and each Buyer’s agreement 's obligation to enter ---------------------------------------- into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a1) the Seller shall have delivered a Confirmation Transaction Request via Electronic Transmission in accordance with the procedures set forth in Section 3.03, and the Agent shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset, shall have approved the purchase of the Mortgage Asset to be included in such Transaction in its sole and absolute discretion and shall have obtained all necessary internal credit approvals for such Transaction3(c); (b2) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse EffectDocuments; (c3) the Agent shall have received a certificate of a Responsible Officer of the Seller, substantially in the form of Exhibit J hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer’s knowledge, since the date aggregate outstanding Purchase Price of the certificate most recently delivered pursuant to Section 9.01(b)(ii), Transactions outstanding shall not exceed the Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of the Seller’s Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, the proposed Mortgage Asset in right of payment or priority), (iv) showing in detail the calculations supporting such Responsible Officer’s certification of the Seller’s compliance with the requirements of Section 9.01(f) and Sections 9.01(l)-(o) and (v) confirming that all equity of each of the Seller’s Subsidiaries has been pledged to the Agent for the benefit of the BuyersMaximum Amount; (d4) both immediately prior to the requested Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by the Seller in Section 8.01 and in Schedules 1(a)-1(j), as applicable10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e5) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions; (6) subject to the Agent’s Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 13.1128, (i) in the case of a Dry Mortgage Asset, Seller Buyer shall have delivered a Transaction Request, a Transaction Request Package and all Mortgage Asset Documents to the Custodian as required by this Agreement and the Custodial Agreement and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and (ii) in the case of a Wet Mortgage Asset, Seller has delivered a Transaction Request, Transaction Request Package and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Transaction Request within five (5) Business Days of the related Purchase Date; provided, that if the Agent’s completed its due diligence review of the Mortgage File for each Purchased Asset, and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset File requires the delivery of a mortgage file or the equivalent, Seller as Buyer in its sole discretion deems appropriate to review and such review shall have the benefit of delayed delivery under circumstances and pursuant be satisfactory to the terms and conditions set forth Buyer in Section 2.01(g)(ii) of the Custodial Agreementits sole discretion; (f7) Buyer shall have received from Seller certified copies of any Servicing Agreement relating to the Eligible Assets and Buyer shall have reviewed and approved each such Servicing Agreement in its sole discretion; (8) Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Section 14(b) which amount, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (9) Buyer shall have approved, in its sole discretion, all exceptions to the Underwriting Guidelines; (10) none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; or (11) with respect to any Dry Mortgage each Eligible Asset, Buyer shall have received from Custodian on each Purchase Date an Asset Schedule and Exception Report or Trust Receipt and Basic Status Report, as applicable, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (12) Buyer shall have received from Seller a Warehouse Lender's Release Letter substantially in the form of Exhibit VII-B hereto ------------- (or such other form acceptable to Buyer) or a Seller's Release Letter substantially in the form of Exhibit VII-A hereto (or such ------------- other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (13) The aggregate requested Purchase Price of Eligible Assets that are not Wet-Ink Mortgage Loans that Seller has requested Buyer purchase pursuant to the Transaction Request is equal to or in excess of $10,000,000; (14) Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (15) With respect to Mortgage Loans for which U.S. Bank National Association is or is to be Custodian, after August 15, 2002, Buyer shall have approved such Transaction in its sole discretion; and (16) The Repurchase Date for such Transaction is not later than the Termination Date. Each Transaction Request delivered by Seller hereunder shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase). Each of NCCC and NCMC hereby request that Buyer, on each Business Day, convert each Eligible Asset which is a Wet-Ink Mortgage Loan for which the Mortgage File has been received by the Custodian in accordance with the Custodial Agreement to a dry Mortgage Loan and this request shall constitute a certification by each of NCCC and NCMC that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date hereof and as of the date of such conversion). (1) With respect to all Mortgage Loans for which Deutsche Bank National Trust Company is or is to be the Custodian, Seller shall request a Transaction by delivering to Custodian, Disbursement Agent and Buyer via Electronic Transmission a request in the form of Exhibit I attached hereto (a "Transaction Request") in --------- ------------------- accordance with the timeframe set forth in Section 3(a) of the Custodial and Disbursement Agreement. Such Transaction Request shall describe the Purchased Assets in a Seller Asset Schedule and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Purchase Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. Each such Transaction Request in respect of Eligible Assets that are not Wet-Ink Mortgage Loans shall be for an aggregate Purchase Price equal to or in excess of $10,000,000. (2) With respect to all Mortgage Loans for which U.S. Bank National Association is or is to be the Custodian, Seller shall request a Transaction by delivering to Custodian and Buyer via Electronic Transmission a request in the form of Exhibit I attached hereto --------- (a "Transaction Request") no later than (i) 9:00 a.m. New York ------------------- time on the requested Purchase Date with respect to the initial purchase of each Eligible Asset that is not a Wet-Ink Mortgage Loan and with respect to each Wet-Ink Mortgage Loan anticipated to be purchased on such Purchase Date (with a final Seller Asset Schedule to be delivered no later than 11:30 a.m. New York time on the related Purchase Date which is not serviced by Date) and (ii) 4:00 p.m. New York time on the Seller or an Affiliate thereof, the Seller shall have provided Business Day prior to the Agent date a copy Wet-Ink Mortgage Loan converts with respect to each Wet-Ink Mortgage Loan for which Custodian has received the related Mortgage File and there are no Fatal Exceptions with respect thereto and such Wet-Ink Mortgage Loan is converting to a dry Mortgage Loan on the Purchase Date. Such Transaction Request shall describe the Purchased Assets in a Seller Asset Schedule and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Purchase Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. Each such Transaction Request in respect of Eligible Assets that are not Wet-Ink Mortgage Loans shall be for an aggregate Purchase Price equal to or in excess of $10,000,000. On each Purchase Date, Buyer shall forward to Seller a confirmation (a "Confirmation") by Electronic Transmission setting forth with respect to ------------ each Transaction funded on such date, (1) the mortgage loan number, (2) the Purchase Price for such Purchased Assets, (3) the Market Value of the related Servicing AgreementMortgage Loans as of the date of such Confirmation, certified (4) the outstanding principal amount of the related Mortgage Loans, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets. Buyer shall forward to Seller a revised Confirmation by Electronic Transmission notifying Seller as to any changes made by Buyer in the Pricing Spread, Purchase Percentage or Reduction Amount pursuant to the terms hereof. On each date that all the documents set forth in Section 2(a)(i) of the Custodial and Disbursement Agreement are received by the Custodian with respect to any Wet-Ink Mortgage Loan, and Custodian delivers to Buyer a Trust Receipt attaching an Asset Schedule and Exception Report or Basic Status Report and Exception Report, as applicable, with respect to such Eligible Assets, Buyer shall forward to Seller a new Confirmation by Electronic Transmission setting forth the following information, updated to reflect the revised Pricing Rate, and, if applicable, Market Value as a true, correct and complete copy result of the originalconversion of such Mortgage Loan, together (1) the mortgage loan number, (2) the Purchase Price for such Purchased Assets, (3) the Market Value of the related Mortgage Loans, (4) the outstanding principal amount of the related Mortgage Loans, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets. In the event Seller disagrees with any terms of the Confirmation, Seller shall notify Buyer in writing of such disagreement within one (1) Business Day after receipt of such Confirmation unless a Servicer Noticecorrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that it is an objection, fully executed must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than one (1) Business Day after the Servicer;Confirmation was received by Seller.