Common use of Each Purchase Clause in Contracts

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) Buyer to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its Buyer the related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian Buyer shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — Buyer (and the Administrative Agent Buyer agrees that, for so long as it is the Custodian, that it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report). (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers Buyer cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent Buyer has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the BuyersBuyer. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee Loan Papers Handling Fees then due and payable in accordance with Sections Section 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9.2. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections Section 9.1 and Section 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee, the Non-Usage Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections Section 9.1 and Section 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (hf) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (ig) The requested Transaction will not result in the violation of any applicable Law. (jh) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified reasonably required by the Administrative Agent or any BuyerAgent. (ki) No Margin Deficit exists or will exist after giving effect to such Transaction. (lj) The Termination Date shall not have occurred. (mk) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (nl) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase (including the initial purchase) under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its the Custodian the related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Advance Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Custodial Report (as defined in the Custody Agreement) without Exceptions relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception ReportBuyers. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Transaction Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements then to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Transaction Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist has occurred and is continuing that the Administrative Agent has not declared in writing to have been waived by the Buyers or curedthe Required Buyers, as applicable, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee Buyers’ Fees then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9.1. (hg) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred and be continuing, or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived by the Buyers or curedthe Required Buyers, as applicable. (ih) The requested Transaction will not result in the violation of any applicable LawLegal Requirement. (ji) The Administrative Agent Agent, the Custodian and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent Agent, the Custodian or any Buyer, including, without limitation, the related Investor Commitment(s) or Hedge Agreement(s) with respect to any Eligible Loan proposed to be sold in a Transaction. (kj) No Margin Deficit in excess of Five Hundred Thousand Dollars ($500,000) exists or will exist after giving effect to such Transaction. (lk) The Termination Date shall not have occurred.. MASTER REPURCHASE AGREEMENT – Page 62 13312-786/M/I Financial Warehouse Facility (ml) After giving effect to such Transaction, none of the sublimits Sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee, the Non-Usage Fee, the Agent’s Fee and the Administrative Agent’s Fee Loan Papers Handling Fees then due and payable in accordance with Sections 9.1 and Section 9.1, Section 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9.3. (hg) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (ih) The requested Transaction will not result in the violation of any applicable Law. (ji) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any BuyerAgent. (kj) No Margin Deficit exists or will exist after giving effect to such Transaction. (lk) The Termination Date shall not have occurred. (ml) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (nm) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, and (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — - the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) 16.21 as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Buyers. The Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase (including the initial purchase) under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its the Custodian the related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception ReportBuyers. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist has occurred and is continuing that the Administrative Agent has not declared in writing to have been waived by the Buyers or curedthe Required Buyers, as applicable, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9.2. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such the related Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee fees then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Termination Date shall not have occurred. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) 16.21 as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (h) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (i) The requested Transaction will not result in the violation of any applicable Law. (j) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any Buyer. (k) No Margin Deficit exists or will exist after giving effect to such Transaction. (l) The Such Transaction shall occur on or before the Termination Date shall not have occurredDate. (m) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (n) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its Custodian the related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Buyers. The Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee, the Non-Usage Fee and the Administrative Agent’s Fee Fee, if any, then due and payable in accordance with Sections Section 9.1 and Section 9.2 and the Custodian’s Fee pursuant to the Custody Agreement. (hg) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (ih) The requested Transaction will not result in the violation of any applicable Law. (ji) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified reasonably required by the Administrative Agent or any BuyerAgent. (kj) No Margin Deficit exists or will exist after giving effect to such Transaction. (lk) The Such Transaction shall occur on or before the Termination Date shall not have occurredDate. (ml) After giving effect to such Transaction, none of the sublimits set forth in Section 4.2 shall be exceeded. (nm) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.

Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its the related Mortgage Loan Transmission File Files, and (ii) to the Custodian, Custodian such Mortgage Loan Transmission Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report. (c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) shall exist that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 14.1(a)(13) as the Administrative Agent may reasonably request. (g) The Seller shall have paid the Facility Fee and the Administrative Agent’s Fee fees then due and payable in accordance with Sections 9.1 and 9.2 and the Custodian’s Fee pursuant to the Custody AgreementSection 9. (hg) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred or will occur after giving effect to such Transaction, that the Administrative Agent has not declared in writing to have been waived or cured. (ih) The requested Transaction will not result in the violation of any applicable Lawlaw. (ji) The Administrative Agent and each Buyer shall have received such other documents, if any, as shall be specified by the Administrative Agent or any BuyerAgent. (kj) No Margin Deficit exists or will exist after giving effect to such Transaction. (lk) The Such Transaction shall occur on or before the Termination Date shall not have occurredDate. (ml) After giving effect to such Transaction, none of the sublimits Sublimits set forth in Section 4.2 shall be exceeded. (nm) For any Transaction involving a Wet Loan, (i) unless the closing title agency or attorney has previously signed an agreement with the Administrative Agent acknowledging funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date, and (ii) the Seller shall have delivered to such closing title agency or attorney an instruction letter stating that funds received from the Administrative Agent for the purchase of such Wet Loan are held by such title agency or attorney in trust for and as the property of the Administrative Agent until such Wet Loan is closed and Purchased purchased by the Administrative Agent for the benefit of the Buyers and that any such funds so received shall be returned to the Administrative Agent for the benefit of the Buyers if the Mortgage Loan that is proposed to be so purchased as a Wet Loan does not close on the proposed Purchase Date.