Common use of Conditions Precedent to Transfer Dates Clause in Contracts

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. (a) Two (2) Business Days prior to each Transfer Date, the Issuer shall give notice to the Initial Noteholder of such upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities to be transferred on such Transfer Date. On the Business Day prior to each Transfer Date, the Issuer shall provide the Initial Noteholder a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, the Loans, Residual Securities and the other property and rights related thereto described in the related S&SA Assignment, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance received from the Initial Noteholder in the Advance Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. As of the Closing Date, each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, shall have delivered to the Issuer and the Initial Noteholder duly executed Assignments, which shall have attached thereto a Loan Schedule and Residual Securities Schedule, as applicable, setting forth the appropriate information with respect to all Loans and Residual Securities conveyed on such Transfer Date and shall have delivered to the Initial Noteholder a computer readable transmission of such Loan Schedule and/or Residual Securities Schedule; (ii) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iii) as of such Transfer Date or Collateral Value Increase Date, neither the Loan Originator, the Depositor or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated; (v) as of such Transfer Date or Collateral Value Increase Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Trust Receipt and Exceptions Report reflecting such delivery; (vii) each of the representations and warranties made by the Loan Originator contained in Exhibit E with respect to the Loans and Section 3 of the Residual Securities Transfer Agreement with respect to the Residual Securities shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date or Collateral Value Increase Date; (viii) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans or the Residual Securities to be conveyed on such Transfer Date; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement shall have been fulfilled as of such Transfer Date; (xiv) all conditions precedent to the Noteholders' purchase of Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. (a) Two (2) Business Days prior to each Transfer Date, the Issuer shall give notice to the Initial Noteholder Note Agent of such upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities to be transferred on such Transfer Date. On the Business Day prior to each Transfer Date, the Issuer shall provide the Initial Noteholder Note Agent a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, the Loans, Residual Securities Loans and the other property and rights related thereto described in the related S&SA Assignment, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance received from the Initial Noteholder Note Agent in the Advance Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. As of the Closing Date, Date and each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, shall have delivered to the Issuer and the Initial Noteholder Note Agent duly executed Assignments, which shall have attached thereto a Loan Schedule and Residual Securities Schedule, as applicable, setting forth the appropriate information with respect to all Loans and Residual Securities conveyed on such Transfer Date and shall have delivered to the Initial Noteholder Note Agent a computer readable transmission of such Loan Schedule and/or Residual Securities Schedule; (ii) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iii) as of such Transfer Date or Collateral Value Increase Date, neither none of the Loan Originator, the Depositor or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated; (v) as of such Transfer Date or Collateral Value Increase Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder Note Agent shall have received a copy of the Trust Receipt and Exceptions Report reflecting such delivery; (vii) each of the representations and warranties made by the Loan Originator contained in Exhibit E with respect to the Loans and Section 3 of the Residual Securities Transfer Agreement with respect to the Residual Securities shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date or Collateral Value Increase Date; (viii) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans or the Residual Securities to be conveyed on such Transfer Date; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder Note Agent no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement shall have been fulfilled as of such Transfer Date; (xiv) all conditions precedent to the Noteholders' purchase of Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, (i) H&R Block, Inc. is not subject to any bankruptcy, insolvency or similar proceeding, (ii) no default or breach by H&R Block, Inc. of any of its obligations under the Guaranty shall have occurred and be continuing and (iii) the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. At least one (a) Two (21) Business Days Day prior to each proposed Transfer Date, the Issuer shall give notice to the Initial Noteholder Noteholder, the Indenture Trustee and the Paying Agent of such proposed upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities proposed to be transferred on such Transfer Date. On the Business Day prior to each Transfer Date, the Issuer shall provide the Initial Noteholder with a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities proposed to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, Issuer the Loans, Residual Securities Loans and the other property and rights related thereto described in the related S&SA AssignmentAssignment and the Issuer shall, pursuant to the Indenture, grant and pledge to the Indenture Trustee the Loans and Loan Collateral, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit pay or cause to be deposited paid cash in the amount of the Additional Note Principal Balance received from the Initial Noteholder in the Advance Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount Loans to or at the direction of the Depositor or the applicable QSPE AffiliateDepositor. As of the Closing Date, Date and each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, The Servicer shall have delivered to the Issuer and the Initial Noteholder duly executed Assignments(with a copy to the Collateral Custodian and the Backup Servicer), which shall have attached thereto no later than 2:00 p.m. New York City time, one (1) Business Day prior to the related Transfer Date in a form and substance reasonably satisfactory to the Majority Noteholders, (A) a Notice of Additional Note Principal Balance, a Borrowing Base Certificate and Loan Schedule and Residual Securities Schedule, as applicable, setting forth (B) a S&SA Assignment and (C) a copy of the appropriate information with respect fully executed LPA Assignment evidencing the sale of the Loans proposed to all Loans and Residual Securities conveyed be sold on such Transfer Date and shall have delivered from the Loan Originator to the Initial Noteholder a computer readable transmission of such Loan Schedule and/or Residual Securities ScheduleDepositor; (ii) the Initial Noteholder shall have received the Initial Certification prepared by the Collateral Custodian with respect to the Loans; (iii) the amount of the Additional Note Principal Balance requested on such Transfer Date shall be at least equal to $1,000,000; (iv) On and as of such day, after giving effect to such transfer, the Note Principal Balance shall not exceed the lesser of (x) the Maximum Note Principal Balance and (y) the Borrowing Base; (v) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Eligible Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iiivi) as of such Transfer Date or Collateral Value Increase Date, neither a Bankruptcy Event shall not have occurred with respect to the Loan Originator, the Depositor Originator or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminentDepositor; (ivvii) the Revolving Period Termination Date shall not have terminatedoccurred; (vviii) as of such Transfer Date or Collateral Value Increase Date the Required Overcollateralization Amount shall have been maintained (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Trust Receipt and Exceptions Report reflecting such delivery; (viiix) each of the representations and warranties made by the Loan Originator contained in Exhibit E Section 3.04 with respect to the Eligible Loans purchased and Section 3 of the Residual Securities pledged on a Transfer Agreement with respect to the Residual Securities Date shall be true and correct in all material respects as of the related such Transfer Date with the same effect as if then made and each of the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, Depositor and the Depositor or the QSPE Affiliate, as applicable, Loan Originator shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Loan Originator pursuant to Section 3.04 herein shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan and, assuming satisfaction or Collateral Value Increase Datewaiver of the other conditions set forth in this clause (ix), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach; (viiix) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action reasonably requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by Collateral and the Depositor or the QSPE Affiliate to be adverse to the interests security interest of the Noteholders shall have been utilized Indenture Trustee in selecting the Loans or the Residual Securities to be conveyed on such Transfer DateCollateral; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's ’s purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase contribution of Loans pursuant to the Master Disposition Confirmation Loan Sale Agreement shall have been fulfilled as of such Transfer Date;; and (xivxii) all conditions precedent to the Noteholders' ’ purchase of the Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. (a) Two (2) Five Business Days prior to each Transfer Date, the Issuer Trust shall give notice a Notice of Borrowing to the Initial Noteholder Note Purchaser, the Indenture Trustee and the Collateral Agent of such upcoming Transfer Date and provide an estimate of the number of Mortgage Loans and Residual Securities and the aggregate Principal Balance of such Mortgage Loans and the aggregate Principal Balance of such Residual Securities to be transferred on such Transfer Date. On the Three Business Day Days prior to each Transfer Date, the Issuer Trust shall provide the Initial Noteholder Note Purchaser, the Indenture Trustee and the Collateral Agent a final Mortgage Loan Schedule with respect to the Mortgage Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, Trust the Loans, Residual Securities Mortgage Loans and the other property and rights related thereto described in the related S&SA Assignment, and the IssuerTrust, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance Advance Amount received from the Initial Noteholder Note Purchaser in the Advance General Operating Account in respect thereof, and the Servicer shall, promptly after such deposit, direct the Indenture Trustee to withdraw the amount deposited in respect of applicable Additional Note Principal Balance Advance Amount from the Advance General Operating Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. As Depositor. (b) The obligations of the Closing Date, Trust to purchase the Mortgage Loans and the Note Purchaser to purchase the Secured Notes will be subject to the satisfaction on each Transfer Date and, as applicable, each Collateral Value Increase Dateof the following conditions: (i) the Depositorrelated Originator(s), the QSPE Affiliate Depositor and the Servicer, as applicable, shall have delivered to the Issuer Trust and the Initial Noteholder Note Purchaser duly executed Assignments, which shall have attached thereto a Mortgage Loan Schedule and Residual Securities Schedule, as applicable, setting forth the appropriate information with respect to all Mortgage Loans and Residual Securities conveyed on such Transfer Date and the Depositor shall have delivered to the Initial Noteholder Note Purchaser a computer readable transmission of such Mortgage Loan Schedule and/or Residual Securities Schedule; (ii) the Depositor and the Servicer, as applicable, shall have deposited, or caused to be deposited, deposited in the Collection Account all collections received with respect to each of the Mortgage Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iii) as of such Transfer Date or Collateral Value Increase Date, neither the Loan none of any Originator, nor the Depositor or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Mortgage Loans or Residual Securities or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Funding Period shall be in effect and shall not have terminatedended; (v) as of such Transfer Date or Collateral Value Increase Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer Trust shall have delivered the Custodial Loan File to the Custodian Collateral Agent in accordance with herewith, the Custodial Agreement and the Initial Noteholder Note Purchaser shall have received a Trust Receipt via facsimile, with the original to follow the next day via federal express, along with the attached copy of the Trust Receipt and Exceptions Report reflecting such deliverydelivery and no material exceptions (in the sole judgment of the Note Purchaser) shall be listed on the Exceptions Report; (viivi) each of the representations and warranties made by the Loan Originator Originators contained in Exhibit E with respect to the Loans Sections 3.01 and Section 3 of the Residual Securities Transfer Agreement with respect to the Residual Securities 4.01 shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loansmade, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date or Collateral Value Increase Date; (viiivii) each related Originator and the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Mortgage Loans and Residual Securities identified in each S&SA the related Assignment have been sold to the Issuer Trust pursuant to this Agreement and the S&SA such Assignment; (ixviii) the Depositor or the QSPE Affiliate shall have taken any action requested by the Indenture Trustee, the Issuer Trust or the Noteholders required to maintain the ownership interest of the Issuer Trust in the Trust EstateMortgage Loan; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans or the Residual Securities to be conveyed on such Transfer Date; (xiix) the Depositor Trust shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder Note Purchaser no later than two five Business Days prior to such date a notice Notice of Additional Note Principal Balance in Borrowing pursuant to Section 6.01(a), with a copy to the form of Exhibit A heretoIndenture Trustee; (xiix) after giving effect to the Additional Note Principal Balance Advance Amount associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiiixi) all conditions precedent to the Depositor's purchase issuance of Loans and the Residual Securities Advance Amount pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement Indenture shall have been fulfilled as of such Transfer Date; (xivxii) the Mortgage Loans to be purchased with the proceeds of the Advance Amount shall not, when aggregated with all conditions precedent other Pledged Mortgage Loans, cause any of the Portfolio Composition Criteria to be exceeded; (xiii) the Noteholders' purchase of Additional Note Principal Balance pursuant Servicer shall have delivered to the Note Purchase Agreement Purchaser the report described in Section 7.16(b) hereof; (xiv) the Originators shall have been fulfilled as caused the Servicer to deposit in the Collection Account all collections of such Transfer (x) principal in respect of the related Mortgage Loans received after the related Cut-Off Date or Collateral Value Increase and (y) interest due on the Mortgage Loans after the related Cut-Off Date; (xv) with respect to each the Originators shall have delivered the Mortgage Loan acquired from any QSPE Affiliate that has a limited right of recourse File to the Loan Originator under the terms of the applicable loan purchase agreementCollateral Agent, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse Indenture Trustee; (xvi) no Event of Default or Amortization Event shall have occurred and be continuing; (xvii) the Originators shall have delivered to the Loan Originator available to such QSPE Affiliate below Indenture Trustee an Officer's Certificate confirming the maximum recourse to the Loan Originator available to such QSPE Affiliate under satisfaction of each condition precedent specified in this paragraph (b) and that each complies with the terms hereof, including each of the related loan purchase contract providing for recourse representations and warranties made with respect thereto in Sections 3.01 and 4.01; (xviii) the Depositor shall have taken any action requested by that QSPE Affiliate the Indenture Trustee, the Trust or the Noteholders required to maintain the Loan Originatorownership interest of the Trust in the Trust Estate; (xix) a Collateral Deficiency Event shall not have occurred and be continuing on such Transfer Date, nor shall a Collateral Deficiency Event occur as a result of such transfer; and (xvixx) in connection with respect to each Wet Funded Loanthe transfer, assignment and pledge of the Mortgage Loans, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, Originators and the Issuer, only upon Depositor shall satisfy the satisfaction of each of the conditions document delivery requirements set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:in Section 2.06.

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. (a) Two (2) Five Business Days prior to each Transfer Date, the Issuer Trust shall give notice a Notice of Issue to the Initial Noteholder Note Purchaser, the Indenture Trustee and the Collateral Agent of such upcoming Transfer Date and provide an estimate of the number of Mortgage Loans and Residual Securities and the aggregate Principal Balance of such Mortgage Loans and the aggregate Principal Balance of such Residual Securities to be transferred on such Transfer Date. On the Three Business Day Days prior to each Transfer Date, the Issuer Trust shall provide the Initial Noteholder Note Purchaser, the Indenture Trustee and the Collateral Agent a final Mortgage Loan Schedule with respect to the Mortgage Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, Trust the Loans, Residual Securities Mortgage Loans and the other property and rights related thereto described in the related S&SA Assignment, and the IssuerTrust, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance Sale Amount received from the Initial Noteholder Note Purchaser in the Advance General Operating Account in respect thereof, and the Servicer shall, promptly after such deposit, direct the Indenture Trustee to withdraw the amount deposited in respect of applicable Additional Note Principal Balance Sale Amount from the Advance General Operating Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. As Depositor. (b) The obligations of the Closing Date, Trust to purchase the Mortgage Loans and the Note Purchaser to purchase the Secured Notes will be subject to the satisfaction on each Transfer Date and, as applicable, each Collateral Value Increase Dateof the following conditions: (i) the Depositorrelated Originator(s), the QSPE Affiliate Depositor and the Servicer, as applicable, shall have delivered to the Issuer Trust and the Initial Noteholder Note Purchaser duly executed Assignments, which shall have attached thereto a Mortgage Loan Schedule and Residual Securities Schedule, as applicable, setting forth the appropriate information with respect to all Mortgage Loans and Residual Securities conveyed on such Transfer Date and the Depositor shall have delivered to the Initial Noteholder Note Purchaser a computer readable transmission of such Mortgage Loan Schedule and/or Residual Securities Schedule; (ii) the Depositor and the Servicer, as applicable, shall have deposited, or caused to be deposited, deposited in the Collection Account all collections received with respect to each of the Mortgage Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iii) as of such Transfer Date or Collateral Value Increase Date, neither the Loan none of any Originator, nor the Depositor or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Mortgage Loans or Residual Securities or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Transfer Period shall be in effect and shall not have terminatedended; (v) as of such Transfer Date or Collateral Value Increase Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer Trust shall have delivered the Custodial Loan File to the Custodian Collateral Agent in accordance with herewith, the Custodial Agreement and the Initial Noteholder Note Purchaser shall have received a Trust Receipt via facsimile, with the original to follow the next day via federal express, along with the attached copy of the Trust Receipt and Exceptions Report reflecting such deliverydelivery and no material exceptions (in the sole judgment of the Note Purchaser) shall be listed on the Exceptions Report; (viivi) each of the representations and warranties made by the Loan Originator Originators contained in Exhibit E with respect to the Loans Sections 3.01 and Section 3 of the Residual Securities Transfer Agreement with respect to the Residual Securities 4.01 shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loansmade, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date or Collateral Value Increase Date; (viiivii) each related Originator and the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Mortgage Loans and Residual Securities identified in each S&SA the related Assignment have been sold to the Issuer Trust pursuant to this Agreement and the S&SA such Assignment; (ixviii) the Depositor or the QSPE Affiliate shall have taken any action requested by the Indenture Trustee, the Issuer Trust or the Noteholders required to maintain the ownership interest of the Issuer Trust in the Trust EstateMortgage Loan; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans or the Residual Securities to be conveyed on such Transfer Date; (xiix) the Depositor Trust shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder Note Purchaser no later than two five Business Days prior to such date a notice Notice of Additional Note Principal Balance in Issue pursuant to Section 6.01(a), with a copy to the form of Exhibit A heretoIndenture Trustee; (xiix) after giving effect to the Additional Note Principal Balance Sale Amount associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiiixi) all conditions precedent to the Depositor's purchase issuance of Loans and the Residual Securities Sale Amount pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement Indenture shall have been fulfilled as of such Transfer Date; (xivxii) the Mortgage Loans to be purchased with the proceeds of the Sale Amount shall not, when aggregated with all conditions precedent other Sold Mortgage Loans, cause any of the Portfolio Composition Criteria to be exceeded; (xiii) the Noteholders' purchase of Additional Note Principal Balance pursuant Servicer shall have delivered to the Note Purchase Agreement Purchaser the report described in Section 7.16(b) hereof; (xiv) the Originators shall have been fulfilled as caused the Servicer to deposit in the Collection Account all collections of such Transfer (x) principal in respect of the related Mortgage Loans received after the related Cut-Off Date or Collateral Value Increase and (y) interest due on the Mortgage Loans after the related Cut-Off Date; (xv) with respect to each the Originators shall have delivered the Mortgage Loan acquired from any QSPE Affiliate that has a limited right of recourse File to the Loan Originator under the terms of the applicable loan purchase agreementCollateral Agent, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse Indenture Trustee; (xvi) no Event of Default or Amortization Event shall have occurred and be continuing; (xvii) the Originators shall have delivered to the Loan Originator available to such QSPE Affiliate below Indenture Trustee an Officer's Certificate confirming the maximum recourse to the Loan Originator available to such QSPE Affiliate under satisfaction of each condition precedent specified in this paragraph (b) and that each complies with the terms hereof, including each of the related loan purchase contract providing for recourse representations and warranties made with respect thereto in Sections 3.01 and 4.01; (xviii) the Depositor shall have taken any action requested by that QSPE Affiliate the Indenture Trustee, the Trust or the Noteholders required to maintain the Loan Originatorownership interest of the Trust in the Trust Estate; (xix) a Collateral Deficiency Event shall not have occurred and be continuing on such Transfer Date, nor shall a Collateral Deficiency Event occur as a result of such transfer; and (xvixx) in connection with respect to each Wet Funded Loanthe transfer, assignment and pledge of the Mortgage Loans, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, Originators and the Issuer, only upon Depositor shall satisfy the satisfaction of each of the conditions document delivery requirements set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:in Section 2.06.

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. At least one (a) Two (21) Business Days Day prior to each proposed Transfer Date, the Issuer shall give notice to the Initial Noteholder Noteholder, the Indenture Trustee and the Paying Agent of such proposed upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities proposed to be transferred on such Transfer Date. On the Business Day prior to each Transfer Date, the Issuer shall provide the Initial Noteholder with a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities proposed to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, Issuer the Loans, Residual Securities Loans and the other property and rights related thereto described in the related S&SA AssignmentAssignment and the Issuer shall, pursuant to the Indenture, grant and pledge to the Indenture Trustee the Loans and Loan Collateral, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit pay or cause to be deposited paid cash in the amount of the Additional Note Principal Balance received from the Initial Noteholder in the Advance Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount Loans to or at the direction of the Depositor or the applicable QSPE AffiliateDepositor. As of the Closing Date, Date and each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, The Servicer shall have delivered to the Issuer and the Initial Noteholder duly executed Assignments(with a copy to the Collateral Custodian and the Backup Servicer), which shall have attached thereto no later than 12:00 p.m. New York City time, one (1) Business Day prior to the related Transfer Date in a form and substance reasonably satisfactory to the Initial Noteholder, (A) a Notice of Additional Note Principal Balance, a Borrowing Base Certificate and Loan Schedule and Residual Securities Schedule, as applicable, setting forth (B) a S&SA Assignment and (C) a copy of the appropriate information with respect fully executed LPA Assignment evidencing the sale of the Loans proposed to all Loans and Residual Securities conveyed be sold on such Transfer Date and shall have delivered from the Loan Originator to the Initial Noteholder a computer readable transmission of such Loan Schedule and/or Residual Securities ScheduleDepositor; (ii) the Initial Noteholder shall have received the Initial Certification prepared by the Collateral Custodian with respect to the Loans; (iii) subject to clause (iv) below, the amount of the Additional Note Principal Balance requested on such Transfer Date shall be at least equal to $1,000,000; (iv) On and as of such day, after giving effect to such transfer, the Note Principal Balance shall not exceed the lesser of (x) the Maximum Note Principal Balance and (y) the Borrowing Base; (v) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Eligible Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iiivi) as of such Transfer Date or Collateral Value Increase Date, neither a Bankruptcy Event shall not have occurred with respect to the Loan Originator, the Depositor Originator or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminentDepositor; (ivvii) the Revolving Period Termination Date shall not have terminatedoccurred; (vviii) as of such Transfer Date or Collateral Value Increase Date the Required Overcollateralization Amount shall have been maintained (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Trust Receipt and Exceptions Report reflecting such delivery; (viiix) each of the representations and warranties made by the Loan Originator contained in Exhibit E Section 3.04 with respect to the Eligible Loans purchased and Section 3 of the Residual Securities pledged on a Transfer Agreement with respect to the Residual Securities Date shall be true and correct in all material respects as of the related such Transfer Date with the same effect as if then made and each of the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, Depositor and the Depositor or the QSPE Affiliate, as applicable, Loan Originator shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Loan Originator pursuant to Section 3.04 herein shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan and, assuming satisfaction or Collateral Value Increase Datewaiver of the other conditions set forth in this clause (ix), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach; (viiix) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action reasonably requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by Collateral and the Depositor or the QSPE Affiliate to be adverse to the interests security interest of the Noteholders shall have been utilized Indenture Trustee in selecting the Loans or the Residual Securities to be conveyed on such Transfer DateCollateral; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's ’s purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase contribution of Loans pursuant to the Master Disposition Confirmation Loan Sale Agreement shall have been fulfilled as of such Transfer Date;; and (xivxii) all conditions precedent to the Noteholders' ’ purchase of the Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. (a) Two At least two (2) Business Days prior to each Transfer Date, the Issuer Company shall give notice to the Initial Noteholder Note Purchaser of such upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities to be transferred on such Transfer Date. On the Two Business Day Days prior to each Transfer Date, the Issuer Company shall provide the Initial Noteholder Note Purchaser a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the IssuerCompany, the Loans, Residual Securities Loans and the other property and rights related thereto described in the related S&SA Assignment, and the IssuerCompany, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance Advance Amount received from the Initial Noteholder Note Purchaser in the Advance General Operating Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance Advance Amount from the Advance General Operating Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE AffiliateDepositor. As of the Closing Date, Date and each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate Depositor and the Servicer, as applicable, shall have delivered to the Issuer Company and the Initial Noteholder Note Purchaser duly executed Assignments, which shall have attached thereto a Loan Schedule and Residual Securities Schedule, as applicable, setting forth the appropriate information with respect to all Loans and Residual Securities conveyed on such Transfer Date and shall have delivered to the Initial Noteholder Note Purchaser a computer readable transmission of such Loan Schedule and/or Residual Securities Schedule; (ii) the Depositor shall have deposited, or caused to be deposited, deposited in the Collection Account all collections received with respect to each of the Loans and Residual Securities conveyed on such Transfer Date on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iii) as of such Transfer Date or Collateral Value Increase Date, neither the Loan Originator, nor the Depositor or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminent; (iv) the Revolving Funding Period shall not have terminatedbe in effect; (v) the Company shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Note Purchaser shall have received a copy of the Exceptions Report reflecting such delivery; (vi) each of the representations and warranties made by the Loan Originator contained in Exhibit E with respect to the Loans shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; (vii) the Depositor shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans identified in each S&SA Assignment have been sold to the Company pursuant to this Agreement and the S&SA Assignment; (viii) the Depositor shall have taken any action requested by the Facility Administrator, the Company or the Noteholders required to maintain the ownership interest of the Company in the Loans conveyed; (ix) no selection procedures believed by the Depositor to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans to be conveyed on such Transfer Date or Closing Date; (x) the Company shall have provided the Note Purchaser no later than two Business Days prior to such date a Notice of Borrowing pursuant to Section 2.4 of the Note Purchase Agreement, with a copy to the Facility Administrator; (xi) after giving effect to the Advance Amount associated therewith, the Secured Note Principal Balance will not exceed the Maximum Note Principal Balance; (xii) all conditions precedent to the Depositor's purchase of Loans pursuant to the Loan Purchase and Contribution Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date Closing Date; and (after giving effect xiii) all conditions precedent to the sale Noteholders' purchase of Loans on the Advance Amount pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Closing Date), there shall be no Overcollateralization Shortfall;. (vixiv) in the case of non-Wet Funded Loans, the Issuer Company shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Trust Receipt and the Exceptions Report reflecting such delivery; (vii) each of the representations and warranties made by the Loan Originator contained in Exhibit E with respect to the Loans and Section 3 of the Residual Securities Transfer Agreement with respect to the Residual Securities shall be true and correct in all material respects as of the related Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date or Collateral Value Increase Date; (viii) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans or the Residual Securities to be conveyed on such Transfer Date; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement shall have been fulfilled as of such Transfer Date; (xiv) all conditions precedent to the Noteholders' purchase of Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date:

Conditions Precedent to Transfer Dates. Funding Dates and Collateral Value Increase Dates. At least one (a) Two (21) Business Days Day prior to each proposed Transfer Date, the Issuer shall give notice to the Initial Noteholder Noteholder, the Indenture Trustee and the Paying Agent of such proposed upcoming Transfer Date and provide an estimate of the number of Loans and Residual Securities and the aggregate Principal Balance of such Loans and the aggregate Principal Balance of such Residual Securities proposed to be transferred on such Transfer Date. On the Business Day prior to each Transfer Date, the Issuer shall provide the Initial Noteholder with a final Loan Schedule with respect to the Loans to be transferred on such Transfer Date and a final Residual Securities Schedule with respect to the Residual Securities proposed to be transferred on such Transfer Date. On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, Issuer the Loans, Residual Securities Loans and the other property and rights related thereto described in the related S&SA AssignmentAssignment and the Issuer shall, pursuant to the Indenture, grant and pledge to the Indenture Trustee the Loans and Loan Collateral, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit pay or cause to be deposited paid cash in the amount of the Additional Note Principal Balance received from the Initial Noteholder in the Advance Account in respect thereof, and the Servicer shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount Loans to or at the direction of the Depositor or the applicable QSPE AffiliateDepositor. As of the Closing Date, Date and each Transfer Date and, as applicable, each Collateral Value Increase Date: (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, The Servicer shall have delivered to the Issuer and the Initial Noteholder duly executed Assignments(with a copy to the Collateral Custodian and the Backup Servicer), which shall have attached thereto no later than 12:00 p.m. New York City time, one (1) Business Day prior to the related Transfer Date in a form and substance reasonably satisfactory to the Initial Noteholder, (A) a Notice of Additional Note Principal Balance, a Borrowing Base Certificate and Loan Schedule and Residual Securities Schedule, as applicable, setting forth (B) a S&SA Assignment and (C) a copy of the appropriate information with respect fully executed LPA Assignment evidencing the sale of the Loans proposed to all Loans and Residual Securities conveyed be sold on such Transfer Date and shall have delivered from the Loan Originator to the Initial Noteholder a computer readable transmission of such Loan Schedule and/or Residual Securities ScheduleDepositor; (ii) the Initial Noteholder shall have received the Initial Certification prepared by the Collateral Custodian with respect to the Loans; (iii) the amount of the Additional Note Principal Balance requested on such Transfer Date shall be at least equal to $1,000,000; (iv) On and as of such day, after giving effect to such transfer, the Note Principal Balance shall not exceed the lesser of (x) the Maximum Note Principal Balance and (y) the Borrowing Base; (v) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Eligible Loans and Residual Securities on and after the applicable Transfer Cut-off Date or, in the case of purchases from a QSPE Affiliate, such QSPE Affiliate shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans and allocable to the period after the related Transfer Date; (iiivi) as of such Transfer Date or Collateral Value Increase Date, neither a Bankruptcy Event shall not have occurred with respect to the Loan Originator, the Depositor Originator or the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or Residual Securities or (C) have reason to believe that its insolvency is imminentDepositor; (ivvii) the Revolving Period Termination Date shall not have terminatedoccurred; (vviii) as of such Transfer Date or Collateral Value Increase Date the Required Overcollateralization Amount shall have been maintained (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial Agreement and the Initial Noteholder shall have received a copy of the Trust Receipt and Exceptions Report reflecting such delivery; (viiix) each of the representations and warranties made by the Loan Originator contained in Exhibit E Section 3.04 with respect to the Eligible Loans purchased and Section 3 of the Residual Securities pledged on a Transfer Agreement with respect to the Residual Securities Date shall be true and correct in all material respects as of the related such Transfer Date with the same effect as if then made and each of the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, Depositor and the Depositor or the QSPE Affiliate, as applicable, Loan Originator shall have performed all obligations to be performed by it under the Basic Documents on or prior to such Transfer Date; provided that, if any representation or warranty made by the Loan Originator pursuant to Section 3.04 herein shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan and, assuming satisfaction or Collateral Value Increase Datewaiver of the other conditions set forth in this clause (ix), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach; (viiix) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans and Residual Securities identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action reasonably requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by Collateral and the Depositor or the QSPE Affiliate to be adverse to the interests security interest of the Noteholders shall have been utilized Indenture Trustee in selecting the Loans or the Residual Securities to be conveyed on such Transfer DateCollateral; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Initial Noteholder no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's ’s purchase of Loans and the Residual Securities pursuant to the Loan Purchase and Contribution Agreement and the Residual Securities Transfer Agreement shall have been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to the Issuer's purchase contribution of Loans pursuant to the Master Disposition Confirmation Loan Sale Agreement shall have been fulfilled as of such Transfer Date;; and (xivxii) all conditions precedent to the Noteholders' ’ purchase of the Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date or Collateral Value Increase Date; (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, the Loan Originator has not been required to pay any amount to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator; and (xvi) with respect to each Wet Funded Loan, the Guaranty shall be in full force and effect. (b) Two (2) Business Days prior to each Funding Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder the Funding Notice and Funding Date Report delivered by the Receivables Seller pursuant to the Receivables Purchase Agreement. On each Funding Date, the Issuer shall purchase the Additional Note Balance issued by the Advance Trust on such Funding Date, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Funding Date, shall cause the Initial Noteholder to deposit the applicable Additional Note Principal Balance into the Funding Account. As of the each Funding Date: