Common use of Conditions Precedent to Each Transaction Clause in Contracts

Conditions Precedent to Each Transaction. Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) no Default or Event of Default shall have occurred and be continuing; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; (v) this Agreement and each of the other Transaction Documents shall remain in full force and effect, and the Termination Date shall not have occurred; (vi) each Mortgage Loan subject to such Transaction is an Eligible Mortgage Loan; (vii) Seller’s representations and warranties in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viii) no Requirement of Law would prohibit the consummation of any transaction contemplated hereby, or would impose limits on the amounts that Buyer may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ix) no action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (x) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xi) Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund the difference between the Outstanding Principal Balance of the related Mortgage Loan and the Purchase Price to be paid by Buyer for the related Mortgage Loan, after taking into account the other obligations of Seller to be satisfied with the amounts on deposit in the Operating Account on such Purchase Date; (xii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiii) Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xiv) Seller shall have deposited the amount required by Paragraph 5 into the Cash Pledge Account. The acceptance by Seller of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. Buyer’s Buyers’ obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller Sellers shall have delivered to Buyer Administrative Agent a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer Administrative Agent shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer Administrative Agent shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to BuyerAdministrative Agent; (iii) no Default or Event of Default shall have occurred and be continuing; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; (v) this Agreement and each of the other Transaction Documents shall remain in full force and effect, and the Termination Date shall not have occurred; (vi) each Mortgage Loan subject to such Transaction is shall be an Eligible Mortgage Loan; (vii) Seller’s the representations and warranties of each Seller in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer Administrative Agent in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and each Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viii) no Requirement of Law would prohibit the consummation of any transaction contemplated hereby, or would impose limits on the amounts that Buyer Administrative Agent may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ix) no action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer Administrative Agent in connection with the transactions contemplated by the Transaction Documents; (x) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xi) Buyer Administrative Agent shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the difference between amount the Outstanding Principal Balance of the related Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyers in such Transaction and (y) the Purchase Price to be paid by Buyer for the related Mortgage LoanBuyers therefor, after taking into account the other obligations of Seller all Sellers to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiii) Buyer Administrative Agent shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xiv) Seller Sellers shall have jointly and severally deposited the amount amounts required by Paragraph Section 5 into each of the Collection Account and the Cash Pledge Account. The acceptance by Seller a Seller, or by any Settlement Agent at the direction of any Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller all Sellers that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. Buyer’s Buyers’ obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller shall have delivered to Buyer Administrative Agent a Confirmation and the Loan Purchase Detail Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer Custodian shall have received the documents described in items Asset Schedule and the Assets Files for, and Administrative Agent shall have received the Custodian’s Trust Receipt listing, all Delivered Mortgage Loans (iif any) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) No Act of Insolvency with respect to Rock Holdings is pending; (iv) No Governmental Authority shall have taken any action to materially curtail the authority of Seller or any of its Material Subsidiaries in the conduct of its business, which action was not discontinued or stayed within thirty (30) days, and no other material action, proceeding or investigation shall have been instituted or, to Seller’s actual knowledge, threatened, nor shall any material order, judgment or decree have been issued or, to Seller’s actual knowledge, proposed to be issued by any Governmental Authority with respect to Seller, that has not been disclosed to Administrative Agent; (v) no Default or Event of Default shall have occurred and be continuing; (ivvi) no Margin Deficit in excess of an amount equal to the Cash Deposit balance [***] shall exist either before or after giving effect to such Transaction; (vvii) this Agreement and each of the other Transaction Documents shall remain be in full force and effect, and the Termination Date shall not have occurred; (viviii) each Mortgage Loan subject to such Transaction is shall be an Eligible Mortgage Loan; (viiix) Seller’s representations and warranties in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer Administrative Agent in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which that are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to before the related Purchase Date; (viiix) no Requirement of Law would shall prohibit the consummation of any transaction contemplated hereby, or would shall impose limits on the amounts that Buyer Buyers or Administrative Agent may legally receive or would shall impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ixxi) no action, proceeding or investigation shall have been instituted or threatenedinstituted, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer Buyers or Administrative Agent in connection with the transactions contemplated by the Transaction Documents; (xxii) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xi) Buyer Administrative Agent shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the difference between the Outstanding Principal Balance of the related amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyers in such Transaction and (y) the Purchase Price to be paid by Buyer for the related Mortgage LoanBuyers therefor, after taking into account the all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiixiii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall will not exceed the Facility Amount; (xiiixiv) Buyer Administrative Agent shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xivxv) Seller shall have deposited paid to the amount extent due all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required by Paragraph 5 into to be paid under the Cash Pledge Account. The acceptance by Seller of Prior MRA, this Agreement or any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been satisfiedother Transaction Document.

Conditions Precedent to Each Transaction. Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) no Default or Event of Default shall have occurred and be continuing; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; (v) this Agreement and each of the other Transaction Documents shall remain in full force and effect, and the Termination Date shall not have occurred; (vi) each Mortgage Loan subject to such Transaction is an Eligible Mortgage Loan; (vii) Seller shall have delivered evidence satisfactory to Buyer, in its sole discretion, that each Mortgage Loan subject to such Transaction is subject to a valid and binding Takeout Commitment or Hedging Arrangement, which may include a copy of the related Takeout Agreement or Hedging Arrangement; (viii) each of Seller’s and each Guarantor’s representations and warranties in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and Seller and each Guarantor shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viiiix) no Requirement of Law would prohibit the consummation of any transaction contemplated hereby, or would impose limits on the amounts that Buyer may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ixx) no action, proceeding or investigation shall have been instituted or threatenedinstituted, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (xxi) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated has an Origination Date more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xixii) Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund the difference between the Outstanding Principal Balance of the related Mortgage Loan and the Purchase Price to be paid by Buyer for the related Mortgage Loan, after taking into account the other obligations of Seller to be satisfied with the amounts on deposit in the Operating Account on such Purchase Date; (xiixiii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiiixiv) Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and; (xivxv) Seller shall have deposited the amount amounts required by Paragraph 5 into the Cash Pledge Account. ; and (xvi) Lending Tree Holdings Corp. shall have delivered its signature page to the Guaranty and a certificate of its Secretary as described on Exhibit E. The acceptance by Seller of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. Buyer’s Buyers’ obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller shall have delivered to Buyer Administrative Agent a Confirmation and the Loan Purchase Detail Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer Custodian shall have received the documents described in items Asset Schedule and the Assets Files for, and Administrative Agent shall have received the Custodian’s Trust Receipt listing, all Delivered Mortgage Loans (iif any) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) No Act of Insolvency with respect to Rock Holdings is pending; (iv) No Governmental Authority or Person acting or purporting to act under Governmental Authority shall have taken any action to materially curtail the authority of Seller or any of its Material Subsidiaries in the conduct of its business, which action was not discontinued or stayed within thirty (30) days; (v) no Default or Event of Default shall have occurred and be continuing; (ivvi) no Margin Deficit in excess of an amount equal to the Cash Deposit balance plus [***] shall exist either before or after giving effect to such Transaction; (vvii) this Agreement and each of the other Transaction Documents shall remain be in full force and effect, and the Termination Date shall not have occurred; (viviii) each Mortgage Loan subject to such Transaction is shall be an Eligible Mortgage Loan; (viiix) Seller’s representations and warranties in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer Administrative Agent in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which that are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to before the related Purchase Date; (viiix) no Requirement of Law would shall prohibit the consummation of any transaction contemplated hereby, or would shall impose limits on the amounts that Buyer Buyers or Administrative Agent may legally receive or would shall impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ixxi) no action, proceeding or investigation shall have been instituted or threatenedinstituted, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer Buyers or Administrative Agent in connection with the transactions contemplated by the Transaction Documents; (xxii) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xi) Buyer Administrative Agent shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the difference between the Outstanding Principal Balance of the related amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyers in such Transaction and (y) the Purchase Price to be paid by Buyer for the related Mortgage LoanBuyers therefor, after taking into account the all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiixiii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall will not exceed the Facility Amount; (xiiixiv) Buyer Administrative Agent shall have received such other documents, information, reports and certificates as it shall have reasonably requested; (xv) Seller shall have funded the Cash Deposit in the Required Amount; and (xivxvi) Seller shall if such Transaction is to be funded (in whole or in part) from the Uncommitted amount, Buyers must have deposited elected to fund it and the amount required by Paragraph 5 into full Committed Amount must be funded and outstanding before any of the Cash Pledge AccountUncommitted Amount is funded. The acceptance by Seller Seller, or by any Settlement Agent at the direction of Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: (i) with respect to each Purchase Date, Seller Sellers shall have delivered to Buyer a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) no Default or Event of Default shall have occurred and be continuing; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; (v) this Agreement and each of the other Transaction Documents shall remain in full force and effect, and the Termination Date shall not have occurred; (vi) each Mortgage Loan subject to such Transaction is an Eligible Mortgage Loan; (vii) Seller’s the representations and warranties of each Seller in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and each Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viiivii) no Requirement of Law would prohibit the consummation of any transaction contemplated hereby, or would impose limits on the amounts that Buyer may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ixviii) no action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (xix) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xix) Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund the difference any shortfall between the Outstanding Principal Balance proceeds of the related a Purchased Mortgage Loan to be funded at its Origination and the Purchase Price to be paid by Buyer for the related Mortgage Loan, after taking into account the other obligations of Seller all Sellers to be satisfied with the amounts on deposit in the Operating Account on such Purchase Date; (xiixi) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiiixii) Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xivxiii) Seller Sellers shall have jointly and severally deposited the amount amounts required by Paragraph 5 into each of the Collection Account and the Cash Pledge Account. The acceptance by Seller a Seller, or by any Settlement Agent at the direction of a Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller all Sellers that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. The obligation of any Purchasers to fund any Transaction or to transfer cash to any Seller on account of any Margin Excess or to release funds from the Buyer’s obligation to pay the Purchase Price for each Transaction Account shall be subject to the satisfaction of each of the following conditions precedent:precedent (provided that the obligation to release funds from the Buyer’s Account shall not be subject to clause (i) below): (i) with With respect to each Purchase Date, (a) such Seller shall have delivered to Buyer Agent and each Group Agent a signed Confirmation (which Confirmation shall include a calculation of the Market Value), and the a revised Loan Purchase Detail Schedule with respect to all of the Purchased Mortgage Loans subject after giving effect to such Transaction, (b) the Servicer shall have delivered a Daily Market Value Report (which shall include a calculation which demonstrates, after giving effect to the contemplated purchase, that no Margin Deficit shall exist) to each Group Agent and a loan schedule in the form attached to the Trust Receipt to the Custodian, the Agent and each Group Agent, and (c) the Custodian shall have delivered to the Agent a Trust Receipt relating to each Mortgage Loan on the Loan Schedule; (ii) in the case No Event of a Mortgage Loan subject to a Wet Funding, Buyer shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; (iii) no Default or Incipient Event of Default shall have occurred and be continuingcontinuing before or after giving effect to such Transaction; (iviii) no No Margin Deficit shall exist either before or after giving effect to such Transaction; (viv) The Repurchase Agreement, this Letter Agreement and each of the other Transaction Documents shall remain in full force and effect, and the Termination Date shall not have occurred; (viv) each Mortgage Loan subject to such Transaction is an Eligible Mortgage Loan; (vii) Each Seller’s and the Servicer’s representations and warranties in this Letter Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer the Agent in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct in all material respects on and as of the date made), ; (vi) Each Seller and Seller the Servicer shall have complied in all material respects with all the agreements and satisfied all the conditions under this Letter Agreement, the Repurchase Agreement and each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viiivii) no Requirement of Law No change shall have occurred in any law, rule or regulation that would prohibit the consummation of any transaction contemplated hereby, or that would impose limits on the amounts that Buyer any Purchaser or the Agent may legally receive or that would impose a material tax or levy on such Transaction the aggregate Purchase Price then funded or the Purchase Price, Repurchase Price or any payments received in respect thereofof the Purchase Price or that would cause the acknowledgements set forth in Paragraph 24 of the Repurchase Agreement to no longer be true; (ixviii) no No action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority court, agency or authority to set aside, restrain, enjoin or prevent the consummation of any Transaction transaction contemplated hereby or seeking material damages against Buyer the Agent, any Group Agent or any Purchaser in connection with the transactions contemplated by the Transaction DocumentsDocuments or that could reasonably be expected to have a Material Adverse Effect with respect to any Seller; (xix) after giving effect With respect to such Transaction, as of the related Mortgage Loans to be purchased on the Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date the provisions of the Custodial Agreement have been complied with in all material respects by the Custodian, the Sellers and such proposed Repurchase Date;the Servicer; and (xix) Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund the difference between the Outstanding Principal Balance of the related Mortgage Loan and the Purchase Price to be paid by Buyer for the related Mortgage Loan, after taking into account the other obligations of Seller to be satisfied with the amounts on deposit in the Operating Account on such Purchase Date; (xii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiii) Buyer The Agent shall have received such other documents, information, reports documents and certificates as it or any Group Agent shall have reasonably requested; and (xiv) Seller shall have deposited requested in order to confirm each Seller’s and/or Custodian’s compliance with the amount required by Paragraph 5 into the Cash Pledge AccountTransaction Documents. The acceptance by any Seller of the proceeds of any Purchase Price proceeds or other funds released under the terms of the Repurchase Agreement shall be deemed to constitute a representation and warranty by Seller the Sellers that the foregoing conditions have been satisfied.

Conditions Precedent to Each Transaction. Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the satisfaction of each of the following conditions precedent: : (i) with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; ; (ii) in the case of a Mortgage Loan subject to a Wet Funding, Buyer shall have received the documents described in items (i) through (iv) of the definition of Loan File, and, in the case of any other Mortgage Loan subject to such Transaction, Buyer shall have received the complete Loan File for such Mortgage Loan, in each case in form and substance reasonably satisfactory to Buyer; ; (iii) no Default or Event of Default shall have occurred and be continuing; ; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; ; (v) this Agreement and each of the other Transaction Documents shall remain be in full force and effect, and the Termination Date shall not have occurred; ; (vi) each Mortgage Loan subject to such Transaction is an Eligible Mortgage Loan; ; (vii) each of Seller’s and Guarantor’s representations and warranties in this Agreement and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date hereof and such Purchase Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates which are specifically made only as of a different date, which representations and warranties and Officer’s Certificates shall be correct on and as of the date made), and Seller shall have complied with all the agreements and satisfied all the conditions under this Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or prior to the related Purchase Date; (viii) no Requirement of Law would prohibit the consummation of any transaction contemplated hereby, or would impose limits on the amounts that Buyer may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments received in respect thereof; (ix) no action, proceeding or investigation shall have been instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (x) after giving effect to such Transaction, as of the related Purchase Date and as of the proposed Repurchase Date for such Transaction, no Purchased Mortgage Loan subject to a Transaction was originated more than thirty (30) days prior to such Purchase Date and such proposed Repurchase Date; (xi) Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund the difference between the Outstanding Principal Balance of the related Mortgage Loan and the Purchase Price to be paid by Buyer for the related Mortgage Loan, after taking into account the other obligations of Seller to be satisfied with the amounts on deposit in the Operating Account on such Purchase Date; (xii) after giving effect to such Transaction, the aggregate Purchase Price for all outstanding Transactions shall not exceed the Facility Amount; (xiii) Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xiv) Seller shall have deposited the amount required by Paragraph 5 into the Cash Pledge Account. The acceptance by Seller of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been satisfied.those