Common use of Representations and Warranties Relating to Specific Transactions Clause in Contracts

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission File: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified above; (f) no default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transaction, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission File) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, Buyer the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian Buyer a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the CustodianBuyer; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian Buyer and such Basic Papers will be delivered to the Custodian Buyer on or before seven five (75) Business Days after the Purchase Date specified above; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the BuyersBuyer; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian Buyer in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent Buyer in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the BuyersBuyer, is pledged to any Person other than the Agent, for the benefit of itself and the BuyersBuyer, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven five (75) Business Days after the Purchase Date specified above; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission File: Files attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; ; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; ; (c) such Mortgage Loan has been (been, or will be) be concurrent with funding of the Purchase Price for such Mortgage Loan, originated, closed, funded and (if applicable) negotiated and assigned to the Seller; ; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; ; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified above; above and without limitation of the foregoing, the Seller will promptly deliver (or cause to be delivered) to the Custodian either the original recordation receipts or the original recorded Mortgage or Mortgage Assignment included in the Purchased Loans showing the recordation data thereon; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transaction, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission File) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.the

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven five (75) Business Days after the Purchase Date specified above; (f) no default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, Custodian the following are true with respect to each of the Mortgage Loans listed on the Advance MASTER REPURCHASE AGREEMENT – Page 75 13312-781/Pulte Mortgage Loan Transmission File: Warehouse Facility Files attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers Primary Loan Documents have been or will be executed and delivered by all appropriate Persons; ; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission Advance File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission Advance File is correct and complete in accordance with the Record Layout; ; (c) such Mortgage Loan has been (been, or will be) be concurrent with funding of the Purchase Price for such Mortgage Loan, originated, closed, funded and (if applicable) negotiated and assigned to the Seller; ; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers Primary Loan Documents are being concurrently delivered to the Custodian; ; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers Primary Loan Documents and all Supplemental PapersSecondary Loan Documents, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers Primary Loan Documents are in the process of being delivered to the Custodian and such Basic Papers Primary Loan Documents will be delivered to the Custodian on or before seven the expiration of the Wet Loan Period for such Mortgage Loan specified above and without limitation of the foregoing, the Seller will promptly deliver (7or cause to be delivered) Business Days after to the Purchase Date specified above; Custodian either the original recordation receipts or the original recorded Mortgage or Mortgage Assignment included in the Purchased Loans showing the recordation data thereon; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; ; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Transaction Documents. All documentation described or referred to in the Mortgage Loan Transmission Advance File submitted to the Agent and the Custodian in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Transaction Documents; and and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the BuyersBuyers (except for Purchased Loans previously sold to the Parent under the Pulte Repurchase Agreement, provided that the Parent Custodian has released all Liens and other right, title and interest in and to said Purchased Loans in connection with such Repurchase), is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.for

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission File: Files attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; ; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; ; (c) such Mortgage Loan has been (been, or will be) be concurrent with funding of the Purchase Price for such Mortgage Loan, originated, closed, funded and (if applicable) negotiated and assigned to the Seller; ; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; ; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified above; (f) no default or Event of Default has occurred above and is continuing and there has been no material adverse change in any without limitation of the Central Elements in respect of foregoing, the Seller will promptly deliver (or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered cause to be delivered) to the Agent and Custodian either the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent original recordation receipts or the Custodian original recorded Mortgage or Mortgage Assignment included in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transaction, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, showing the Purchased Loans identified in the Mortgage Loan Transmission File) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.recordation data thereon; 67 Bodman_16842095_7

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission File: Files attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; ; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; ; (c) such Mortgage Loan has been (been, or will be) be concurrent with funding of the Purchase Price for such Mortgage Loan, originated, closed, funded and (if applicable) negotiated and assigned to the Seller; ; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; ; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified above; (f) no default or Event of Default has occurred and is continuing and there has been no material adverse change in any expiration of the Central Elements in respect Wet Loan Period for such Mortgage Loan specified above and without limitation of the foregoing, the Seller will promptly deliver (or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered cause to be delivered) to the Agent and Custodian either the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transaction, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission File) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.original

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (been, or will be) be concurrent with funding of the Purchase Price for such Mortgage Loan, originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified aboveabove and without limitation of the foregoing, the Seller will promptly deliver (or cause to be delivered) to the Custodian either the original recordation receipts or the original recorded Mortgage or Mortgage Assignment included in the Purchased Loans showing the recordation data thereon; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the BuyersBuyers (except, in the case of Purchased Loans purchased in the Initial Transaction under Section 3.6 hereof, for sale to the Parent under the Parent Repurchase Agreement prior to the Effective Date, provided that such Purchased Loans have been repurchased by Seller on the Effective Date and the Parent Custodian has released all Liens and other right, title and interest in and to said Purchased Loans in connection with such repurchase), is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven four (74) Business Days after the Purchase Date specified above; (f) no default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Administrative Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and; (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.

Representations and Warranties Relating to Specific Transactions. At the time each Mortgage Loan Transmission File Request/Confirmation is provided to the Agent, the Buyers and/or the Custodian, the following are true with respect to each of the Mortgage Loans listed on the Mortgage Loan Transmission FileFiles attached to such Request/Confirmation or submitted in connection with such Request/Confirmation: (a) the Basic Papers have been or will be executed and delivered by all appropriate Persons; (b) the Seller is electronically communicating to the Custodian a complete Mortgage Loan Transmission File, and the information stated for such Mortgage Loan in such standard Mortgage Loan Transmission File is correct and complete in accordance with the Record Layout; (c) such Mortgage Loan has been (or will be) originated, closed, funded and (if applicable) negotiated and assigned to the Seller; (d) for each such Mortgage Loan being offered as a Dry Loan, the Basic Papers are being concurrently delivered to the Custodian; (e) for each Mortgage Loan being offered as a Wet Loan, the complete File for such Mortgage Loan, including all Basic Papers and all Supplemental Papers, is or will be in the possession of either that Mortgage Loan’s closer, or the Seller, its Basic Papers are in the process of being delivered to the Custodian and such Basic Papers will be delivered to the Custodian on or before seven (7) Business Days after the Purchase Date specified aboveabove and without limitation of the foregoing, the Seller will promptly deliver (or cause to be delivered) to the Custodian either the original recordation receipts or the original recorded Mortgage or Mortgage Assignment included in the Purchased Loans showing the recordation data thereon; (f) no default Default or Event of Default has occurred and is continuing and there has been no material adverse change in any of the Central Elements in respect of the Seller or any of its Subsidiaries since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers; (g) all items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the requested Transaction and otherwise have been delivered, or will be delivered before the Purchase Date with respect to such Transactionspecified in the applicable Request/Confirmation, in all respects as required by this Agreement and the other Repurchase Documents. All documentation described or referred to in the Mortgage Loan Transmission File submitted to the Agent in connection with the applicable Request/Confirmation conforms in all respects with all applicable requirements of this Agreement and the other Repurchase Documents; and (h) none of the Purchased Loans (including, but not limited to, the Purchased Loans identified in the Mortgage Loan Transmission Fileapplicable Request/Confirmation) has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under this Agreement.