Common use of Special Affirmative Covenants Concerning Purchased Loans Clause in Contracts

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (e) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved reasonably approved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved reasonably approved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ec) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one two (2) Business Day Days to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one two (2) Business Day Days a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have Buyer has no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent Buyer in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days five (5) Business Days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian Buyer all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the CustodianBuyer, the Seller will promptly deliver (or cause to be delivered) to the Custodian, Buyer either the original recordation receipts or the original recorded Mortgage or Mortgage Assignment showing the recordation data thereon. (dc) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative AgentBuyer, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative AgentBuyer, and upon request shall make available to the Administrative Agent and the Custodian Buyer the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the CustodianBuyer. (ed) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers Buyer as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent Buyer for the payment of the Purchase Price shall be returned promptly within one (1) Business Day to the Administrative Agent for the benefit of the Buyers Buyer and if such funds are not so returned, the Seller shall pay promptly within one (1) Business Day a like amount to the Administrative Agent for the benefit of the Buyers Buyer plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the BuyersBuyer, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers Buyer and shall promptly remit such funds to the Administrative Agent for disbursement to the BuyersBuyer.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days (7) Business Days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (dc) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ed) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one (1) Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one (1) Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Eligible Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven five (5) days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (dc) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ed) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved reasonably approved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved reasonably approved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers Documents and related instrumentsinstruments (except that with respect to eMortgage Loans, the single Authoritative Copy of the related eNote shall be maintained in the eVault), and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ec) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one two (2) Business Day Days to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one two (2) Business Day Days a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved reasonably approved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved reasonably approved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers Documents and related instrumentsinstruments (except that with respect to eMortgage Loans, the single Authoritative Copy of the related eNote shall be maintained in the eVault), and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ec) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one two (2) Business Day Days to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one two (2) Business Day Days a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.the

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven four (4) days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (dc) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ed) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever.title (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved reasonably approved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved reasonably approved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ec) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one two (2) Business Day Days to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one two (2) Business Day Days a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven (7) days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (e) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (e) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days five (5) Business Days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (dc) The Seller shall maintain, at its principal office or in a regional office not disapproved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ed) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one (1) Business Day to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one (1) Business Day a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.

Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Administrative Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) Each Purchased Loan will be underwritten in material conformance with the Seller’s Underwriting Guidelines in existence as of the date the Purchased Loan is originated. (c) As soon as they become available and in any event within seven days after the Purchase Date for Wet Loans, the Seller will cause to be assembled and delivered to the Custodian all Basic Papers relating to Wet Loans. Without limitation of the foregoing, if original recordation receipts evidencing the recordation of the Mortgage and Mortgage Assignment included in the Purchased Loans have not previously been delivered to the Custodian, 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 showing the recordation data thereon. (d) The Seller shall maintain, at its principal office or in a regional office not disapproved reasonably approved by the Administrative Agent, or in the office of a computer service bureau engaged by the Seller and not disapproved reasonably approved by the Administrative Agent, and upon request shall make available to the Administrative Agent and the Custodian the originals of all Loan Papers and related instrumentsinstruments (except that with respect to eMortgage Loans, the single Authoritative Copy of the related eNote shall be maintained in the eVault), and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Administrative Agent or the Custodian. (ec) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Administrative Agent for the payment of the Purchase Price shall be returned promptly within one two (2) Business Day Days to the Administrative Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within one two (2) Business Day Days a like amount to the Administrative Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Administrative Agent for disbursement to the Buyers.to