CONDITION TO BUYER'S PURCHASE OF ANY PURCHASED SECURITIES,
SELLER SHALL DELIVER TO BUYER ON OR PRIOR TO THE PURCHASE DATE:
(I)
COPIES OF THE EXECUTED SECURITIZATION DOCUMENT GOVERNING SUCH
PURCHASED SECURITIES, AND THE OFFERING DOCUMENTS RELATED TO SUCH PURCHASED
SECURITIES, EACH CERTIFIED BY THE SELLER AS A TRUE, CORRECT AND COMPLETE COPY OF
THE ORIGINAL DOCUMENT DELIVERED TO THE SELLER, AND ANY ANCILLARY DOCUMENTS
REQUIRED TO BE DELIVERED TO HOLDERS OF THE PURCHASED SECURITIES UNDER SUCH
SECURITIZATION DOCUMENT;
(II)
ONE OR MORE OFFICER'S CERTIFICATES WITH RESPECT TO THE
COMPLETENESS OF THE DOCUMENTS DELIVERED AND ONE OR MORE OPINIONS OF COUNSEL AS
MAY BE REASONABLY REQUESTED BY BUYER,
21
(III)
AN INSTRUCTION LETTER FROM THE SELLER TO THE TRUSTEE UNDER SUCH
SECURITIZATION DOCUMENT, INSTRUCTING THE TRUSTEE TO REMIT ALL SUMS REQUIRED TO
BE REMITTED TO THE HOLDER OF SUCH PURCHASED SECURITIES UNDER SUCH SECURITIZATION
DOCUMENT TO THE SECURITIES INTERMEDIARY OR AS OTHERWISE DIRECTED IN A WRITTEN
NOTICE SIGNED BY SELLER AND BUYER,
(IV)
COPIES OF ALL DISTRIBUTION STATEMENTS, IF ANY, DELIVERED TO THE
SELLER PURSUANT TO SUCH SECURITIZATION DOCUMENT DURING THE THREE-MONTH PERIOD
IMMEDIATELY PRECEDING SUCH PURCHASE DATE, AND
(V)
ANY OTHER DOCUMENTS OR INSTRUMENTS NECESSARY IN THE REASONABLE
OPINION OF THE BUYER TO CONSUMMATE THE SALE OF SUCH SECURITIES TO THE BUYER OR,
IF SUCH TRANSACTION IS RECHARACTERIZED AS A SECURED FINANCING, TO CREATE AND
PERFECT IN FAVOR OF BUYER A VALID PERFECTED FIRST PRIORITY SECURITY INTEREST IN
SUCH SECURITIES.
(E)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
BUYER SHALL EXERCISE ALL VOTING AND CORPORATE RIGHTS WITH RESPECT TO THE
PURCHASED SECURITIES IN ACCORDANCE WITH SELLER'S WRITTEN INSTRUCTIONS; PROVIDED,
HOWEVER, THAT BUYER SHALL NOT BE REQUIRED TO FOLLOW SELLER'S INSTRUCTIONS
CONCERNING ANY VOTE OR CORPORATE RIGHT IF DOING SO WOULD, IN BUYER'S GOOD FAITH
BUSINESS JUDGMENT, IMPAIR THE PURCHASED SECURITIES OR BE INCONSISTENT WITH OR
RESULT IN ANY VIOLATION OF ANY PROVISION OF THE TRANSACTION DOCUMENTS.
UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, BUYER SHALL BE
ENTITLED TO EXERCISE ALL VOTING AND CORPORATE RIGHTS WITH RESPECT TO THE
PURCHASED SECURITIES WITHOUT REGARD TO SELLER'S INSTRUCTIONS.
FURTHER, IF THE
EVENT OF DEFAULT RESULTS FROM AN ACT OF INSOLVENCY WITH RESPECT TO SELLER OR THE
SPONSOR, THEN TO THE EXTENT SELLER CONTROLS OR IS ENTITLED TO CONTROL SELECTION
OF THE SPECIAL SERVICER, BUYER MAY TRANSFER SUCH SPECIAL SERVICING TO AN ENTITY
SATISFACTORY TO BUYER.
8.
SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED SECURITIES
(A)
TITLE TO ALL PURCHASED SECURITIES SHALL PASS TO BUYER ON THE
APPLICABLE PURCHASE DATE, AND BUYER SHALL HAVE FREE AND UNRESTRICTED USE OF ALL
PURCHASED SECURITIES.
NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL PRECLUDE BUYER FROM ENGAGING IN REPURCHASE TRANSACTIONS WITH THE
PURCHASED SECURITIES OR OTHERWISE SELLING, TRANSFERRING, PLEDGING, REPLEDGING,
HYPOTHECATING, OR REHYPOTHECATING THE PURCHASED SECURITIES, BUT NO SUCH
TRANSACTION SHALL RELIEVE BUYER OF ITS OBLIGATIONS TO TRANSFER THE PURCHASED
SECURITIES TO SELLER PURSUANT TO SECTIONS 3 OR 11 OF THIS AGREEMENT OR OF
BUYER'S