Common use of Repurchase Acceleration Events Clause in Contracts

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transaction: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan is a Defective Mortgage Loan; (b) thirty (30) calendar days elapse from the date the Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Purchased Mortgage Loan, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completion, without being returned to Buyer or its designee; (d) Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless of whether a Purchased Mortgage Loan is a Defective Mortgage Loan, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; or (f) the further sale of the Purchased Mortgage Loan by Seller.

Repurchase Acceleration Events. The In respect of any Purchased Asset, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved a Takeout Investor and such Approved Takeout Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time[reserved]; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to such Mortgage Loan; (f) [reserved]; (g) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Guarantor and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time other than as released pursuant to, and in accordance with, the terms of the Custodial Agreement; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.7, if Buyer has not received the related Takeout Price from the Takeout Investor on the related Settlement Date set forth in the related Purchase Commitment; or (fj) the further sale of the Purchased with respect to any Pooled Mortgage Loan by Selleror Mortgage-Backed Security, if Guarantor has failed to deliver the related Trade Assignment, if applicable, to Buyer in accordance with the requirements set forth in Section 7.2(p).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a TransactionPurchased Mortgage Loan: (a1) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan is a Defective Mortgage Loan; (b2) thirty (30) calendar days elapse from the date the Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor pursuant to a Bailee Letter and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Purchased Mortgage Loan, unless an extension is granted by Buyer, in its sole and good faith discretion; (c3) ten (10) Business Days elapse from the date a Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d4) Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Loan Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Loan Maximum Dwell Time; (e5) Regardless of whether a Purchased Mortgage Loan is a Defective Mortgage Loan, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; or (f6) the further sale of the Purchased Mortgage Loan by Seller.

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time; (h) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (j) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The In respect of any Purchased Asset, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) [***] calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) [***] Business Days elapse from the date of a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Dry Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time with respect to Seller’s obligation to deliver the related Dry Mortgage Loan Documents to Buyer or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell TimeTime with respect to Seller’s obligation to deliver the related Dry Mortgage Loan Documents to Buyer or a Custodian; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of the a Purchased Asset or Related Mortgage Loan by SellerSeller or Guarantor to any party other than an Approved Investor; (g) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Guarantor and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, a Custodian ceases to hold the applicable Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or with respect to all other Purchased Mortgage Loans, a Custodian ceases to hold the applicable Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time other than as released pursuant to, and in accordance with, the terms of the applicable Custodial Agreement; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.7, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date set forth in the related Purchase Commitment; or (j) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if Guarantor has failed to deliver the related Trade Assignment, if applicable, to Buyer in accordance with the requirements set forth in Section 7.2(p).

Repurchase Acceleration Events. The Notwithstanding any agreed upon Repurchase Date for any Purchased Mortgage Loan, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a TransactionPurchased Mortgage Loan: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan is deemed to be a Defective Mortgage Loan; (b) thirty Thirty (30) calendar days elapse from the date the Mortgage Loan Collateral Documents relating to the Purchased Mortgage Loan were delivered to an Approved a Takeout Investor and such Approved Takeout Investor has not returned the Mortgage Loan Collateral Documents or purchased the Purchased Mortgage Loan, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten Ten (10) Business Days elapse from the date a Mortgage Loan Collateral Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completion, without being returned to Buyer or its designeeCustodian; (d) Seller fails to deliver to Buyer Custodian the related Mortgage Loan Collateral Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Collateral Document delivered to BuyerCustodian, upon examination by Buyer, is found not to be in compliance with the requirements of this Repurchase Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time;; or (e) Regardless of whether a Purchased Mortgage Loan is a Defective Mortgage Loan, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; or (f) the further The sale by Seller of the Purchased Mortgage Loan by Sellerto any Person (other than the sale hereunder to Buyer).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transaction: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan is a Defective Mortgage Loan; (b) thirty forty-five (3045) calendar days elapse from the date the Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Purchased Mortgage Loan, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten twenty one (1021) Business Days calendar days elapse from the date a Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completion, without being returned to Buyer or its designee; (d) Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless of whether a Purchased Mortgage Loan is a Defective Mortgage Loan, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; or (f) the further sale of the Purchased Mortgage Loan by Seller.

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset and the related Margin Deficit has not been cured within the applicable time period set forth in Section 6.3(b); (b) thirty (30) calendar days [***] elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days [***] elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller or Servicer for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time, in each case subject to Sections 6.4(b), (c) and (d); (h) reserved; (i) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Securities Intermediary in accordance with the Joint Pooling Documents on the related Settlement Date; (j) with respect to any Mortgage-Backed Security, that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transaction: one or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion Administrative Agent, on behalf of Buyers, has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage Loan; Asset; (b) thirty (30) calendar days [***] elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor subject to a Bailee Agreement and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by BuyerAdministrative Agent, in its sole and good faith discretion; on behalf of Buyers; (c) ten (10) Business Days [***] elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer Administrative Agent, on behalf of Buyers, or its designee; ; (d) Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or (fe) the further sale of a Purchased Asset or any of its Affiliates to any party other than an Approved Investor; (f) with respect to a Wet Mortgage Loan, Seller fails to deliver to Administrative Agent or Custodian, on behalf of Buyers, the Purchased related Mortgage Loan Documents within the Maximum Dwell Time with respect to Seller’s obligation to deliver the related Mortgage Loan Documents to Administrative Agent, on behalf of Buyers, or any Mortgage Loan Document delivered to Administrative Agent, on behalf of Buyers, upon examination by SellerAdministrative Agent or is found not to be in compliance with the requirements of this Agreement; or (g) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transaction:one or more affected Purchased Assets, as the case may be: LEGAL02/40464938v16 (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan related Underlying Asset is a Defective Mortgage LoanAsset and the related Margin Deficit has not been cured within the applicable time period set forth in Section 6.3(b); (b) thirty (30) [***] calendar days elapse from the date the related Mortgage Loan Documents relating to the an Underlying Asset associated with such Purchased Mortgage Loan Assets were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the Purchased Mortgage Loansuch Underlying Asset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) [***] Business Days elapse from the date a related Mortgage Loan Document relating to the Underlying Asset associated with such Purchased Mortgage Loan Asset was delivered to a Seller Party for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Purchased Asset that is a Wet Mortgage Loan, Seller fails Parties fail to deliver to Buyer the related Mortgage Loan Documents related to an Underlying Asset associated with such Purchased Asset that is a Wet Mortgage Loan within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a an Underlying Asset associated with such Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; orsuch Underlying Asset; (f) the further sale of the Underlying Asset associated with such Purchased Assets by Seller Parties to any party other than an Approved Investor; (g) (1) with respect to any Underlying Asset associated with such Purchased Asset that is a Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by SellerGuarantor and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Underlying Assets, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time, in each case subject to Sections 6.4(b), (c) and (d); (h) reserved; (i) with respect to any Underlying Asset that is a Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Securities Intermediary in accordance with the Joint Pooling Documents on the related Settlement Date; (j) with respect to any Pledged Security, that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or LEGAL02/40464938v16 (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Gxxxxx Mxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time; (h) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if the Seller has failed to deliver the related Trade Assignment to Buyer in accordance with the requirements set forth in Section 7.2(b); (i) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (j) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The In respect of any Purchased Asset, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) [***] calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, Buyer in its sole and good faith absolute discretion; (c) ten (10) [***] Business Days elapse from the date of a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller or the related Servicer for correction or completioncompletion or for servicing purposes pursuant to Section 5 of the Custodial and Disbursement Agreement, without being returned to Buyer or its designeethe Custodian; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within pursuant to the Wet Mortgage Loans Custodial and Disbursement Agreement on or prior to the expiration of the Maximum Dwell Time or any with respect to Seller’s obligation to deliver the related Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be Documents in compliance accordance with the requirements of this Agreement or the related Purchase Commitment Custodial and is not corrected within the Wet Mortgage Loans Maximum Dwell TimeDisbursement Agreement; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of the a Purchased Asset or Related Mortgage Loan by SellerSeller or Guarantor to any party other than an Approved Investor; (g) [reserved]; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security in accordance with the Joint Securities Account Control Agreement on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.7, if Buyer (or its designee) has not received the related Takeout Price from the Approved Investor on the related Settlement Date set forth in the related Purchase Commitment, as applicable.

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transaction: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan related Underlying Asset is a Defective Mortgage Loan; (b) thirty (30) calendar days elapse from the date the Mortgage Loan Documents relating to the Purchased Mortgage Loan Underlying Asset were delivered to an Approved Investor and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Purchased Mortgage LoanUnderlying Asset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a Mortgage Loan Document relating to the Purchased Mortgage Loan Underlying Asset was delivered to Seller a loanDepot Party for correction or completion, without being returned to Buyer or its designee; (d) Seller fails loanDepot Parties fail to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan an Underlying Asset is a Defective Mortgage Loan, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; orUnderlying Asset; (f) the further sale of the Purchased Underlying Asset by loanDepot Parties; and (g) with respect to any Underlying Asset that is a Pooled Mortgage Loan by Selleror Mortgage-Backed Security, if the loanDepot Parties have failed to deliver the related Trade Assignment to Buyer in accordance with the requirements set forth in Section 7.2(h).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan related Underlying Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days [***] elapse from the date the a related Mortgage Loan Documents relating to the an Underlying Asset associated with such Purchased Mortgage Loan Assets were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the Purchased Mortgage LoanUnderlying Asset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days [***] elapse from the date a related Mortgage Loan Document relating to the an Underlying Asset associated with such Purchased Mortgage Loan was Assets were delivered to Seller a Guild Party for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) Seller fails with respect to an Underlying Asset that is a Wet Mortgage Loan, Guild Parties fail to deliver to Buyer the related Mortgage Loan Documents relating to an Underlying Asset associated with such Purchased Assets within the Wet Mortgage Loans applicable Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans applicable Maximum Dwell Time; (e) Regardless regardless of whether a an Underlying Asset associated with such Purchased Mortgage Loan Assets is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased Mortgage Loan; orUnderlying Asset; (f) the further sale of the Underlying Asset associated with such Purchased Assets by Guild Parties to any party other than an Approved Investor; (g) (1) with respect to any Underlying Asset associated with such Purchased Assets that has been pooled to support a Mortgage-Backed Security issued by Guarantor and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Underlying Assets, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time; (h) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if the Guild Parties have failed to deliver the related Trade Assignment to Buyer in accordance with the requirements set forth in Section 7.2(i); (i) with respect to any Underlying Assets that are Pooled Mortgage Loans, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (j) with respect to any Purchased Securities, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days [***] elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days [***] elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller or Servicer for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) except as otherwise provided in Section 6.4(b), (c) or (d), (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time; (h) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (j) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time with respect to Seller’s obligation to deliver the related Mortgage Loan Documents to Buyer or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell TimeTime with respect to Seller’s obligation to deliver the related Mortgage Loan Documents to Buyer or its Custodian; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time other than as released pursuant to, and in accordance with, the terms of the Custodial Agreement; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date set forth in the related Purchase Commitment; (j) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase); or (k) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if Seller has failed to deliver the related Trade Assignment, if applicable, to Buyer in accordance with the requirements set forth in Section 7.2(p).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the The Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) [***] calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) unless any such longer time period is agreed to in writing by Buyer, [***] Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Gxxxxx Mxx, Fxxxxx Mxx or Fxxxxxx Mac, as applicable, for which Buyer has executed a Form HUD 11711A, Form FHLMC 996E, Form GNMA 11711A or Form FNMA 2004A, as applicable, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time other than as released pursuant to the terms of the Custodial Agreement; (h) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security and other than as set forth in the Joint Securities Agreement, if the Seller has failed to deliver the related Trade Assignment to Buyer or its designee in accordance with the requirements set forth in Section 7.2(b); (i) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date or in the name of Seller or its nominee if delivered to the Securities Intermediary under the Joint Securities Agreement; (j) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer or its designee has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The In respect of any Purchased Asset, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) ), or in the case of Jumbo Loans forty-five (45), calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days Days, or in the case of any Mortgage Loan Document required to be recorded, thirty (30) calendar days, elapse from the date of a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time with respect to Seller’s obligation to deliver the related Mortgage Loan Documents to Buyer or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell TimeTime with respect to Seller’s obligation to deliver the related Mortgage Loan Documents to Buyer or its Custodian; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of the a Purchased Asset or Related Mortgage Loan by SellerSeller or Guarantor to any party other than an Approved Investor; (g) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage- Backed Security issued by Guarantor and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time other than as released pursuant to, and in accordance with, the terms of the Custodial Agreement; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.7, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date set forth in the related Purchase Commitment; or (j) with respect to any Pooled Mortgage Loan or Mortgage Backed Security, unless the transaction is subject to the Joint Securities Account Control Agreement, if Guarantor has failed to deliver the related Trade Assignment, if required, to Buyer in accordance with the requirements set forth in Section 7.2(p).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion Administrative Agent has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty sixty (3060) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, Administrative Agent in its sole and good faith exclusive discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer Administrative Agent or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer Administrative Agent the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to BuyerAdministrative Agent, upon examination by BuyerAdministrative Agent or Custodian, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Gxxxxx Mxx for which Administrative Agent has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Administrative Agent on behalf of Buyers at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Administrative Agent on behalf of Buyers at any time; (h) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if the Seller has failed to deliver the related Trade Assignment to Administrative Agent in accordance with the requirements set forth in Section 7.2(b); (i) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Administrative Agent or Administrative Agent’s nominee on the related Settlement Date; (j) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Administrative Agent has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The In respect of any Purchased Asset, the occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) [***] calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, Buyer in its sole and good faith absolute discretion; (c) ten (10) [***] Business Days elapse from the date of a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller or the related Servicer for correction or completioncompletion or for servicing purposes pursuant to Section 5 of the Custodial and Disbursement Agreement, without being returned to Buyer or its designeethe Custodian; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within pursuant to the Wet Mortgage Loans Custodial and Disbursement Agreement on or prior to the expiration of the Maximum Dwell Time or any with respect to Seller’s obligation to deliver the related Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be Documents in compliance accordance with the requirements of this Agreement or the related Purchase Commitment Custodial and is not corrected within the Wet Mortgage Loans Maximum Dwell TimeDisbursement Agreement; (e) Regardless regardless of whether a Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Related Mortgage Loan; or; (f) the further sale of the a Purchased Asset or Related Mortgage Loan by SellerSeller or Guarantor to any party other than an Approved Investor; (g) [reserved]; (h) with respect to any Pooled Mortgage Loan, if the applicable Agency has not issued the related Mortgage-Backed Security in accordance with the Joint Securities Account Control Agreement on the related Settlement Date; (i) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.7, if Buyer (or its designee) has not received the related Takeout Price from the Approved Investor on the related Settlement Date set forth in the related Purchase Commitment, as applicable.

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionone or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the related Mortgage Loan Documents relating to the Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the such Mortgage Loan Documents or purchased the such Purchased Mortgage LoanAsset, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a related Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) with respect to a Wet Mortgage Loan, Seller fails to deliver to Buyer the related Mortgage Loan Documents within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of a Purchased Asset by Seller to any party other than an Approved Investor; (g) (1) with respect to any Pooled Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by Seller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, the Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (2) with respect to all other Purchased Mortgage Loans, the Custodian ceases to hold the related Mortgage Loan File and all Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time; (h) with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if the Seller has failed to deliver the related Trade Assignment to Buyer in accordance with the requirements set forth in Section 7.2(b); (i) with respect to any Pooled Mortgage Loan, if the Applicable Agency has not issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (j) with respect to any Mortgage-Backed Security that is subject to a Transaction pursuant to Section 3.8, if Buyer has not received the related Takeout Price from the Approved Investor on the related Settlement Date; or (k) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by Sellerthe termination of such Temporary Increase).

Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to a Transactionon or more Purchased Assets, as the case may be: (a) Buyer in its sole and good faith discretion has determined that the Purchased Mortgage Loan Asset is a Defective Mortgage LoanAsset; (b) thirty (30) calendar days elapse from the date the Mortgage Loan Documents relating to the a Purchased Mortgage Loan were delivered to an Approved Investor and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Purchased Mortgage Loan, unless an extension is granted by Buyer, in its sole and good faith discretion; (c) ten (10) Business Days elapse from the date a Mortgage Loan Document relating to the Purchased Mortgage Loan was delivered to Seller for correction or completioncompletion or for servicing purposes, without being returned to Buyer or its designee; (d) Seller fails to deliver to Buyer the related Mortgage Loan Documents relating to a Purchased Mortgage Loan that is a Wet Mortgage Loan within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time; (e) Regardless regardless of whether a Purchased Mortgage Loan is a Defective Mortgage LoanAsset, a foreclosure or similar type of proceeding is initiated with respect to the Purchased such Mortgage Loan; or; (f) the further sale of the Purchased Asset by Seller to other than an Approved Investor; (g) (i) with respect to any Purchased Mortgage Loan that has been pooled to support a Mortgage-Backed Security issued by SellerSeller and fully guaranteed by Xxxxxx Xxx for which Buyer has executed a Form HUD 11711A, Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (ii) with respect to all other Purchased Mortgage Loans, Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof a Purchased Mortgage Loan for the sole and exclusive benefit of Buyer at any time; (h) with respect to Purchased Mortgage Loans that are Pooled Mortgage Loans, if the Applicable Agency shall not have issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date; (i) with respect to Purchased Securities, if Buyer shall not have received the related Takeout Price from the Approved Investor on the related Settlement Date; (j) following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase); or (k) with respect to all Purchased Assets, in the event that neither Xxx Xxxx nor Xxxx Xxxxxx occupies one of the positions identified in the definition of Executive Management.