Common use of Payments Pursuant to Sale to Approved Investors Clause in Contracts

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan to pay directly to Buyer, by wire transfer of immediately available funds, the full purchase price, without set-off, as set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment or modify or otherwise change the wire instructions for payment of the purchase price provided to Approved Investor by Buyer. Buyer shall apply all amounts received for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the Repurchase Price. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretion, if the amount received from the Approved Investor does not equal or exceed the Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan to pay directly to Buyer, by wire transfer of immediately available funds, the full purchase price, without set-off, as set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment or modify or otherwise change the wire instructions for payment of the purchase price provided to Approved Investor by Buyer. Buyer shall apply all amounts received for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, or (b) Buyer does not receive the full purchase price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the Repurchase Price. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretion, if the amount received from the Approved Investor does not equal or exceed the Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan to pay directly to Buyer, by wire transfer of immediately available funds, the full purchase price, without set-off, as set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment or modify or otherwise change the wire instructions for payment of the purchase price provided to Approved Investor by Buyer. Buyer shall apply all amounts received for the account of Seller in accordance with Section 4.7 below 7(b) and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above3(i)(2)(i). Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the Repurchase Price. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately promptly pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to BuyerAdministrative Agent, on behalf of Buyers, in accordance with Administrative Agent’s wire instructions set forth on Exhibit F by wire transfer of immediately available fundsfunds to Administrative Agent, the applicable Takeout Price in full purchase price, and ​ ​ without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer Administrative Agent, on behalf of Buyers, with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer Administrative Agent, on behalf of Buyers, an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by BuyerAdministrative Agent, on behalf of Buyers. Buyer Administrative Agent, on behalf of Buyers, shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 6.2(i)(iii), subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.12. Buyer Administrative Agent, on behalf of Buyers, may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer Administrative Agent, on behalf of Buyers, does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer Administrative Agent, on behalf of Buyers, does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer Administrative Agent, on behalf of Buyers, from an Approved Investor, at Buyer’s sole option and discretionAdministrative Agent’s, on behalf of Buyers, option, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer Administrative Agent, on behalf of Buyers, may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Administrative Agent or any Buyer, Seller shall segregate and hold such funds in trust for Administrative Agent or such Buyer and immediately pay to Administrative Agent or such Buyer all such amounts by wire transfer of immediately available funds to Administrative Agent or Administrative Agent on behalf of such Buyer in accordance with Administrative Agent’s wire instructions set forth on Exhibit F together with providing Buyer Administrative Agent, on behalf of Buyers, with a settlement statement for the transaction.. ​

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to BuyerBuyer or its designee in accordance with Joint Securities Agreement, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject reject, after notice to Seller, any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller or Guarantor shall direct each Approved Investor purchasing a Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan to pay directly to Buyer or its designee in accordance with Buyer’s wire instructions set forth on Exhibit F or the Joint Securities Account Control Agreement and Intercreditor Agreement as directed by Buyer, by wire transfer of immediately available fundsfunds to the Funding Deposit Account, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller or Guarantor shall provide Buyer with a Purchase Advice relating to such payment. Neither Seller nor Guarantor shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 4.8, subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.13. Buyer may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received from the Approved Investor and, if applicable, Seller is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller and Seller, upon receipt of such demand from Buyer, shall promptly pay Buyer on the date of such demand such remaining amount; provided that if such demand is received after [***] on a Business Day, such amounts shall be paid to Buyer on the next Business Day. If Seller or Guarantor receives any funds intended for Buyer, Seller or Guarantor shall segregate and hold such funds in trust for Buyer and immediately promptly pay to Buyer all such amounts by wire transfer of immediately available funds to the Funding Deposit Account in accordance with Buyer’s wire instructions set forth on Exhibit F together with providing Buyer with a settlement statement for the transaction; provided that if such amounts are received after [***] on a Business Day, such amounts shall be paid to Buyer on the next Business Day.

Payments Pursuant to Sale to Approved Investors. Seller Nationstar Parties shall direct each Approved Investor purchasing a Purchased Mortgage Loan an Underlying Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller Nationstar Parties shall provide Buyer with a Purchase Advice relating to such payment. Seller Nationstar Parties shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Underlying Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller a Nationstar Party receives any funds intended for Buyer, Seller such Nationstar Party shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller or Guarantor shall direct each Approved Investor purchasing a Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan to pay directly to Buyer or its designee in accordance with the Buyer’s wire instructions set forth on Exhibit F or the Joint Account Control Agreement, as directed by Buyer, by wire transfer of immediately available fundsfunds to the Funding Deposit Account, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller or Guarantor shall provide Buyer with a Purchase Advice relating to such payment. Neither Seller nor Guarantor shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 4.8, subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.12. Buyer may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller and Seller, upon receipt of such demand from Buyer, shall immediately pay Buyer such remaining amount. If Seller or Guarantor receives any funds intended for Buyer, Seller or Guarantor shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds to the Funding Deposit Account in accordance with Buyer’s wire instructions set forth on Exhibit F together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller Parties shall direct each Approved Investor purchasing a Purchased Mortgage Loan an Underlying Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller Parties shall provide Buyer with a Purchase Advice relating to such payment. Seller Parties shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Underlying Asset if (a) LEGAL02/40464938v16 Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If a Seller Party receives any funds intended for Buyer, such Seller Party shall segregate and hold such funds in trust for Buyer and immediately promptly pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to BuyerAdministrative Agent for the benefit of Buyers, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer Administrative Agent with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer Administrative Agent an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by BuyerAdministrative Agent. Buyer Administrative Agent shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.6 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer Administrative Agent may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer Administrative Agent does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer Administrative Agent does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is received, together with amounts available under the Over/Under Account in excess of the Minimum Over/Under Account Balance, are not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer Administrative Agent from an Approved Investor, at BuyerAdministrative Agent’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer Administrative Agent may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for BuyerAdministrative Agent, Seller shall segregate and hold such funds in trust for Buyer Administrative Agent and immediately pay to Buyer Administrative Agent for the benefit of Buyers all such amounts by wire transfer of immediately available funds together with providing Buyer Administrative Agent with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller loanDepot Parties shall direct each Approved Investor purchasing a Purchased Mortgage Loan an Underlying Asset to pay directly to Buyer, by wire transfer of immediately available funds, the full purchase price, without set-off, as set forth in the applicable Purchase Commitment. In addition, Seller loanDepot Parties shall provide Buyer with a Purchase Advice relating to such payment. Seller loanDepot Parties shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment or modify or otherwise change the wire instructions for payment of the purchase price provided to Approved Investor by Buyer. Buyer shall apply all amounts received for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release its security interest in the related Purchased Mortgage Loan Underlying Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the Repurchase Price. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretion, if the amount received from the Approved Investor does not equal or exceed the Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller a loanDepot Party receives any funds intended for Buyer, Seller such loanDepot Party shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller or Guarantor shall direct each Approved Investor purchasing a Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan to pay directly to Buyer or its designee in accordance with Buyer’s wire instructions set forth on Exhibit F or the Joint Securities Account Control Agreement and Intercreditor Agreement as directed by Buyer, by wire transfer of immediately available fundsfunds to the Funding Deposit Account, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller or Guarantor shall provide Buyer with a Purchase Advice relating to such payment. Neither Seller nor Guarantor shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 4.8, subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.13. Buyer may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the Repurchase Price. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretion, if the amount received from the Approved Investor does not equal or exceed the Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.off or

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to BuyerBuyer or its designee in accordance with the Joint Account Control Agreement, by wire transfer of immediately available fundsfunds to the Funding Deposit Account, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall cause the Funding Account Bank to apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 4.7, subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.12. Buyer may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds to the Funding Deposit Account together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to BuyerAdministrative Agent, on behalf of Buyers, in accordance with Administrative Agent’s wire instructions set forth on Exhibit F by wire transfer of immediately available fundsfunds to Administrative Agent, the full purchase price, without set-off, as set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such paymentRepurchase Price. Seller shall not direct the Approved Investor to pay to Buyer Administrative Agent, on behalf of Buyers, an amount less than the full purchase price set forth in the applicable Purchase Commitment Repurchase Price or modify or otherwise change the wire instructions for payment of the purchase price Repurchase Price provided to Approved Investor by BuyerAdministrative Agent, on behalf of Buyers. Buyer Administrative Agent, on behalf of Buyers, shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above6.2(i)(iii). Buyer Administrative Agent, on behalf of Buyers, may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer Administrative Agent, on behalf of Buyers, from an Approved Investor, at Buyer’s sole option and discretionAdministrative Agent’s, on behalf of Buyers, option, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer Administrative Agent, on behalf of Buyers, may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Administrative Agent or any Buyer, Seller shall segregate and hold such funds in trust for Administrative Agent or such Buyer and immediately pay to Administrative Agent or such Buyer all such amounts by wire transfer of immediately available funds to Administrative Agent or Administrative Agent on behalf of such Buyer in accordance with Administrative Agent’s wire instructions set forth on Exhibit F together with providing Buyer Administrative Agent, on behalf of Buyers, with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller or Guarantor shall direct each Approved Investor purchasing a Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan to pay directly to Buyer or its designee in accordance with Buyer’s wire instructions set forth on Exhibit F or the Joint Securities Account Control Agreement and Escrow Agreement, as directed by Buyer, by wire transfer of immediately available fundsfunds to the Funding Deposit Account, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller or Guarantor shall provide Buyer with a Purchase Advice relating to such payment. Neither Seller nor Guarantor shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 below and credit all amounts due Seller 4.8, subject to the Over/Under Account in accordance with Section 3.5(b)(ii) above4.12. Buyer may reject any such shortfalls, any amount received from an Approved Investor and not release the related Purchased Asset, Mortgage-Backed Security with respect to a Purchased Asset or Related Mortgage Loan if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller and Seller, upon receipt of such demand from Buyer, shall immediately pay Buyer such remaining amount. If Seller or Guarantor receives any funds intended for Buyer, Seller or Guarantor shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds to the Funding Deposit Account in accordance with Buyer’s wire instructions set forth on Exhibit F together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller Guild Parties shall direct each Approved Investor purchasing a Purchased Mortgage Loan an Underlying Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller Guild Parties shall provide Buyer with a Purchase Advice relating to such payment. Seller Guild Parties shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Underlying Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretion, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller a Guild Party receives any funds intended for Buyer, Seller such Guild Party shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

Payments Pursuant to Sale to Approved Investors. Seller shall direct each Approved Investor purchasing a Purchased Mortgage Loan Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full purchase price, and without set-off, as off on the date set forth in the applicable Purchase Commitment. In addition, Seller shall provide Buyer with a Purchase Advice relating to such payment. Seller shall not direct the Approved Investor to pay to Buyer an amount less than the full purchase price set forth in the applicable Purchase Commitment Takeout Price or modify or otherwise change the wire instructions for payment of the purchase price Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received for the account of Seller in accordance with Section 4.7 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Purchased Mortgage Loan Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full purchase priceTakeout Price, without set-off, as set forth in the applicable Purchase Commitment off or (c) the amount received is not sufficient to pay the related Repurchase PricePrice in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s sole option and discretionoption, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If Seller receives any funds intended for Buyer, Seller shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.