Common use of Mortgage-Backed Securities Clause in Contracts

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, (i) is backed by Agency Eligible Mortgage Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Agency Documents list Buyer as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable laws, including, without limitation, the applicable Agency Guides, (v) is in book-entry form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements and liens created by or through Buyer). Unless otherwise provided for in any Joint Securities Agreement, any Joint Account Control Agreement and/or any Escrow Agreement, there are (1) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2) no agreements on the part of Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3) no obligations on the part of Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, (i) is backed by Agency Eligible Mortgage Loans that eligible for sale to or securitization by an Agency and satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Applicable Agency Documents (as defined in the Custodial Agreement) list Buyer as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable laws, including, without limitation, the guidelines promulgated by the applicable Agency GuidesAgency, (v) is in book-entry 118 form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements this Agreement and liens created by or through Buyer). Unless otherwise provided for in any Joint Securities Agreement, any Joint Account Control Agreement and/or any Escrow Agreement, there There are (1i) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2ii) no agreements on the part of Seller or its Affiliates any loanDepot Party to issue, sell or distribute the Mortgage-Backed Securities, and (3iii) no obligations on the part of Seller or its Affiliates any loanDepot Party (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, Transaction (i) is backed by Agency Eligible Mortgage Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (iiiii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iiiiv) with respect to which, the applicable Agency Documents list Buyer as sole subscriber, (ivv) has been validly issued, and is fully paid and non-non assessable, and has been issued in compliance with all applicable laws, including, without limitation, the applicable Agency Guides, (vvi) is in book-entry form and held through the facilities of the applicable Depository, and (vivii) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements this Agreement and liens created by or through Buyer). Unless otherwise provided for in any Joint Securities Agreement, any Joint Account Control Agreement and/or any Escrow Agreement, there There are (1i) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2ii) no agreements on the part of the Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3iii) no obligations on the part of the Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, Transaction (i) is backed by Agency Eligible Mortgage Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Agency Documents list Buyer Administrative Agent as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable lawsLaws, including, without limitation, the applicable Agency Guides, (v) is in book-entry form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer Administrative Agent for the benefit of Buyers pursuant to the Principal Agreements this Agreement and liens created by or through BuyerAdministrative Agent). Unless otherwise provided for in any Joint Securities Agreement, any Joint Account Control Agreement and/or any Escrow Agreement, there There are (1i) no outstanding rights, options, warrants or agreements (other than as created by BuyerAdministrative Agent) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2ii) no agreements on the part of the Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3iii) no obligations on the part of the Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, (i) is backed by Agency Eligible Mortgage Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Agency Documents list Buyer as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable laws, including, without limitation, the applicable Agency Guides, (v) is in book-entry form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements this Agreement and liens created by or through Buyer). Unless otherwise provided for in any the Joint Securities Agreement, any Agreement and the Joint Account Control Agreement and/or any Escrow Agreement, there are (1) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2) no agreements on the part of Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3) no obligations on the part of Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Agreement, (i) is backed by Agency Eligible Mortgage Loans that eligible for sale to or securitization by an Agency and satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Applicable Agency Documents (as defined in the Custodial Agreement) list Buyer as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable laws, including, without limitation, the guidelines promulgated by the applicable Agency GuidesAgency, (v) is in book-entry form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements this Agreement and liens created by or through Buyer). Unless otherwise provided for in any Joint Securities Agreement, any Joint Account Control Agreement and/or any Escrow Agreement, there There are (1i) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2ii) no agreements on the part of the Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3iii) no obligations on the part of the Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.

Mortgage-Backed Securities. Each Mortgage-Backed Security subject to a Transaction, unless otherwise provided for in the Joint Securities Account Control Agreement, (i) is backed by Agency Eligible Mortgage Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (ii) is subject to a valid and binding Purchase Commitment that is enforceable in accordance with its terms, (iii) with respect to which, the applicable Agency Documents list Buyer as sole subscriber, (iv) has been validly issued, and is fully paid and non-assessable, and has been issued in compliance with all applicable laws, including, without limitation, the applicable Agency Guides, (v) is in book-entry form and held through the facilities of the applicable Depository, and (vi) is unencumbered (other than liens created in favor of Buyer pursuant to the Principal Agreements and liens created by or through Buyer). Unless otherwise provided for in any the Joint Securities Agreement, any Account Control Agreement and the Joint Account Control Agreement and/or any Escrow Agreement, there are (1) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Mortgage-Backed Security, (2) no agreements on the part of Seller or its Affiliates to issue, sell or distribute the Mortgage-Backed Securities, and (3) no obligations on the part of Seller or its Affiliates (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Mortgage-Backed Securities.