Common use of Conditions to Each Purchase Clause in Contracts

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.

Conditions to Each Purchase. As a condition precedent The obligation of each Purchaser to make any purchase of a Participation Interest by Bank from Seller hereunderPurchase, in addition to all other requirements set forth herein, Seller shall deliver to Bank all and the right of the followingSeller to request or accept any Purchase, are subject to the conditions (and each being duly executed, endorsed, notarized where applicable Purchase shall evidence the Seller’s representation and delivered warranty that clauses (a)-(h) of this Section 7.2 have been satisfied) that on the date of such Purchase before and in form and content satisfactory after giving effect to Bank in its sole and absolute discretionthe Purchase: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1no Potential Termination Event shall then exist or shall occur as a result of the Purchase; (b) If requested by Bankthe Termination Date has not occurred; (c) after giving effect to the application of the proceeds of such Purchase, a written certification from Seller to Bank that (i) the Purchaser’s Investment would not exceed such Purchaser’s Commitment, (ii) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment and (iii) the outstanding Aggregate Investment would not exceed the Maximum Aggregate Investment; (d) the representations and warranties of the Seller contained in this Agreement and each other Warehouse Document (other than those Section 4.1, the representations and warranties which are, by their terms, expressly limited to the date of the agreement Initial Collection Agent in which they were initially made) Section 4.2, and the representations and warranties of the Originators in Sections 4.1 and 4.2 of the Purchase Agreement are true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such purchaseearlier date), except that any representation and warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct in all respects on the relevant date; (ce) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as each of the date of Seller and each Swift Entity is in full compliance with the AdvanceTransaction Documents (including all covenants and agreements in Article V); (df) Seller has adequate available funds on deposit in all reports and other information required by the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage LoanTransaction Documents to have been delivered to the Administrative Agent, the Co-Collateral Agents or the Purchasers have been delivered; (g) the Purchase will comply with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which the Purchase may be subject; and (eh) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission absence of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a)Material Adverse Effect since December 31, (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank2007.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s 's Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s 's election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.

Conditions to Each Purchase. As a condition precedent to any each Advance hereunder for the purchase of a Participation Interest by Bank from Seller hereunderInterest, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content substance satisfactory to Bank: (a) This Agreement and the Pledge Agreement; (b) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the collateral described on Exhibit E, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements; (c) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to implement the arrangements contemplated herein; (d) Evidence satisfactory to Bank that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not an individual, each in form and substance acceptable to Bank; (e) For Seller and each Obligated Party which is not an individual, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto; (f) For Seller and each Obligated Party which is not an individual, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business; (g) Evidence, in form and substance acceptable to Bank in its sole and absolute discretion: (a) The information , that Seller has received, and the same are currently in existence and good standing, any and all licenses, permits, approvals and other items required consents under any and all Government Requirements to be delivered permit Seller to Bank pursuant to Section 2.1lawfully originate, sell, service, and otherwise handle such Mortgage Loans as herein contemplated; (bh) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchasethe Advance; (ci) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (dj) Seller has adequate available funds on deposit One or more limited power of attorney in the Participation Account form of Exhibit B executed in an amount not less than Seller’s Funding Amount for such Mortgage Loanconnection with each Advance; (k) The information and other items required to be delivered to Bank pursuant to Section 2.1; and (el) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each all Pledge Agreement and Guaranty Agreement Agreements required by Bank to be executed in connection with the transactions contemplated by this Agreement. Further, as a condition precedent to each Advance hereunder for the purchase of a Participation Interest, in addition to all other requirements set forth herein, Seller shall maintain on deposit in the Participation Account an amount not less than Seller’s Funding Amount for the Mortgage Loan that is the subject matter of the related Request. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made pursuant to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses Sections 2.3 (ag), (b), (ch) and (d) immediately above and in Sections 5.1(ei), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all Instruments and all other agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to each Advance for the purchase of a Participation Interest are imposed solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest an Advance shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by BankAdvance.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the The representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no No Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each including, without limitation, the Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correctcorrect in all material respects. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest (i) if any Loan Level Representation has been, on a regular basis, materially false or misleading when made or deemed made and (ii) unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.

Conditions to Each Purchase. As a condition precedent The obligation of each --------------------------- Purchaser to make any purchase of a Participation Interest by Bank from Seller hereunder, in addition Trust Purchase on any day (including those comprising the initial Purchase) shall be subject to all other requirements set forth herein, Seller shall deliver to Bank all the Trustee's receipt of the followingPurchase Report for that day and to the conditions precedent that on the date of the Trust Purchase, each being duly executedbefore and after giving effect thereto and to the application of any proceeds therefrom, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretionthe following statements shall be true: (a) The information the representations and other items required warranties of Transferor set out in this Agreement are true and accurate in all material respects as of that date with the same effect as though made on that date (unless specifically stated to be delivered relate to Bank pursuant to Section 2.1an earlier date); (b) If requested by Bankthe funded principal amount of its Certificate, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited after giving effect to the date Trust Purchase, does not exceed its Class Percentage of an amount equal to 88% of the agreement in which they were initially made) are true and correct in all material respects on and as Unpaid Balance of the date Eligible Receivables held in the Trust, and the cumulative amount funded under its Certificate will not thereby exceed the Stated Amount of such purchaseCertificate; (c) If requested by Bank, a written certification from the Seller that no Event has satisfied the conditions for the sale of Default has occurred or is continuing as of Receivables under the date of the AdvancePurchase Agreement; (d) Seller no Unmatured Early Amortization Event or Early Amortization Event has adequate available funds on deposit in occurred and is continuing; (e) no event which would become a Bankruptcy Event under subsection (a) of the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loandefinition thereof with the passage of time has occurred and is continuing; and (ef) Such other documents as Bank may reasonably request at the Purchase Termination Date has not occurred. The giving of any time at or prior notice pursuant to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request Section 2.2(a) shall be deemed to constitute a -------------- representation and warranty by Seller to Bank on Transferor that the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and foregoing statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Banktrue.

Conditions to Each Purchase. As a condition precedent The obligation of each Committed Purchaser to make any purchase of a Participation Interest by Bank from Seller hereunderPurchase or Reinvestment, in addition to all other requirements set forth herein, Seller shall deliver to Bank all the right of the followingSeller to request or accept any Purchase or Reinvestment, or the right of the Seller or the Servicer to request any Interim Liquidation or Repurchase, are subject to the conditions (and each being duly executedPurchase, endorsedReinvestment, notarized where applicable Interim Liquidation or Repurchase shall evidence the Seller’s representation and delivered warranty that clauses (a)-(f) of this Section 7.2 have been satisfied) that on the date of such Purchase, Interim Liquidation or Repurchase before and in form and content satisfactory after giving effect to Bank in its sole and absolute discretionthe Purchase, Interim Liquidation or Repurchase: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1no Potential Termination Event shall then exist or shall occur as a result of the Purchase or Reinvestment; (b) If requested by Bankthe Termination Date has not occurred; (c) after giving effect to the application of the proceeds of such Purchase, (i) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment, (ii) the outstanding Aggregate Investment would not exceed the Purchase Limit, (iii) the sum of the Investments for all Purchasers in a written certification from Seller to Purchaser Group would not exclude such Purchaser Group’s Group Limit, and (iv) the aggregate Matured Value of the Investments of a Purchaser Group would not exceed the Commitments of the Related Bank that Purchasers for such Purchaser Group; (d) the representations and warranties of Seller contained in this Agreement Sections 4.1, and each other Warehouse Document (other than those representations 4.2 hereof and warranties which are, by their terms, expressly limited to the date Section 4 of the agreement in which they were initially made) Purchase Agreement are true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such purchaseearlier date); (ce) If requested by Bankif any Purchaser is making a Purchase, or any Purchaser is in an Interim Liquidation at a written time when any other Purchaser is not in an Interim Liquidation or a Repurchase will be made on such date, each of the following representations and warranties shall be true and the Agent shall have received a certification from of the Servicer and the Seller that stating that: (i) if any Purchaser other than USF Assurance is making a Purchase or any Purchaser is in an Interim Liquidation at a time when any other Purchaser is not or a Repurchase will be made, no Potential Termination Event or Servicer Replacement Event shall then exist, shall occur as a result of Default has occurred such Purchase, Interim Liquidation or Repurchase or is continuing as of the date of the Advanceimminent; (dii) Seller has adequate available funds on deposit in the Participation Account if any Purchaser other than USF Assurance is making a Purchase or any Purchaser is in an amount Interim Liquidation at a time when any other Purchaser is not less than Seller’s Funding Amount for or a Repurchase will be made, such Mortgage LoanPurchase, Interim Liquidation or Repurchase could not be reasonably expected to have an adverse effect on the other Purchasers; (iii) after giving effect to such Purchase, Repurchase or Interim Liquidation, each of the statements set forth in clauses (i) and (ii) will be true and correct; and (eiv) Such if there are any Purchasers other documents as Bank may reasonably request than USF Assurance that hold a Purchase Interest at any such time at or prior will hold a Purchase Interest after giving effect to such Purchase, Repurchase or Interim Liquidation, the date aggregate Investments of the first Advance hereunder Purchasers other than USF Assurance is at least equal to 50% of the Aggregate Investment after giving effect to such Purchase, Repurchase or as a condition Interim Liquidation; and (f) With respect to any subsequent Advance hereunderIncremental Purchase, including any and each Pledge Agreement and Guaranty Agreement the Agent shall have received the Incremental Purchase Request required by Section 1.1(c). Nothing in this Section 7.2 limits the obligations of each Related Bank Purchaser to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bankrelated Conduit Purchaser.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses Page 14 Mortgage Warehouse Agreement Version: 2015-11 HAL2016-4 (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.

Conditions to Each Purchase. As a condition precedent The obligation of each Purchaser to make any purchase of a Participation Interest by Bank from Seller hereunderPurchase, in addition to all other requirements set forth herein, Seller shall deliver to Bank all and the right of the followingSeller to request or accept any Purchase, are subject to the conditions (and each being duly executed, endorsed, notarized where applicable Purchase shall evidence the Seller’s representation and delivered warranty that clauses (a)-(e) of this Section 7.2 have been satisfied) that on the date of such Purchase before and in form and content satisfactory after giving effect to Bank in its sole and absolute discretionthe Purchase: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1no Potential Termination Event shall then exist or shall occur as a result of the Purchase; (b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchaseTermination Date has not occurred; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as after giving effect to the application of the date proceeds of such Purchase, (x) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment, (y) the outstanding Aggregate Investment would not exceed the Purchase Limit and (z) the aggregate Matured Value of the AdvanceInvestments of a Purchaser would not exceed the Commitment of such Purchaser; (d) Seller the representations and warranties in Article IV hereof and Section 4 of the Purchase Agreement are true and correct on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); (e) each SIRVA Entity is in full compliance with the Transaction Documents (including all covenants and agreements in Article(s) II, III and V); (f) the Agent shall have received the Incremental Purchase Request and the Document Schedule, and the Custodian shall have received the Specified Documents and Document Schedule, required by Sections 1.1(c) and 2.1(a); (g) the Guaranty has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loanbeen disaffirmed; and (eh) Such other documents as Bank may reasonably request at any time at or prior all legal matters related to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as Purchase are satisfactory to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by BankPurchasers.

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute commercially reasonable discretion: (a) The information and other items required to be delivered to Bank pursuant to Section 2.1; (b) If requested by Bank, a written certification from Seller to Bank that the The representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase; (c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance; (d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and (e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correctcorrect in all material respects. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder for the purchase of any Participation Interest shall not constitute a waiver of the satisfaction of such condition precedent for any subsequent purchase of any other Participation Interest. No such condition precedent shall be deemed waived unless waived in writing by Bank.