THE STATEMENT DATE, AND A BALANCE SHEET AS OF THE INTERIM DATE AND RELATED
STATEMENT OF INCOME FOR THE PERIOD ENDED ON THE INTERIM DATE, ALL PREPARED IN
ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT WITH PRIOR PERIODS AND, IN
THE CASE OF THE STATEMENTS AS OF THE STATEMENT DATE, AUDITED BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING ACCEPTABLE TO MBF; AND
(E)
SUCH OTHER FINANCIAL STATEMENTS, PUBLIC RECORD SEARCH REPORTS,
LEGAL OPINIONS AND OTHER DOCUMENTS AND STATEMENTS AS MBF MAY REQUIRE UNDER THE
CIRCUMSTANCES.
3.2
CONDITIONS PRECEDENT.
MBF'S OBLIGATION TO PURCHASE ANY MORTGAGE
LOAN SHALL BE SUBJECT TO SATISFACTION (OR WAIVER BY MBF IN ITS SOLE DISCRETION)
OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE LOAN PURCHASE DETAIL, THE LOAN SALE CONFIRMATION, AND THE
DOCUMENTS IN THE DRY FUNDING DOCUMENTS PACKAGE OR THE WET FUNDING DOCUMENTS
PACKAGE FOR THE MORTGAGE LOAN HAVE BEEN RECEIVED BY MBF AND ARE IN FORM AND
SUBSTANCE SATISFACTORY TO MBF;
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(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING;
(C)
ALL OF SELLER'S REPRESENTATIONS AND WARRANTIES ARE (AND WILL BE ON
THE PROPOSED ACQUISITION DATE) ACCURATE IN ALL RESPECTS;
(D)
PURCHASE OF THE MORTGAGE LOAN SHALL NOT CAUSE SELLER TO EXCEED
SELLER'S CONCENTRATION LIMIT, THE WET FUNDING SUBLIMIT OR ANY OTHER SUBLIMIT OR
SUB-SUBLIMIT WITH RESPECT TO SUCH TYPE OF MORTGAGE LOAN ESTABLISHED BY AN ANNEX
TO THIS AGREEMENT APPLICABLE TO SUCH MORTGAGE LOAN;
(E)
THIS AGREEMENT, THE APPLICABLE TAKEOUT COMMITMENT, THE SELLER'S
POWER OF ATTORNEY, AND THE GUARANTY HAVE NOT BEEN TERMINATED OR REVOKED, AND
EACH REMAINS IN FULL FORCE AND EFFECT; AND
(F)
IF ANY MORTGAGE LOAN TO BE PURCHASED BY MBF IS A MERS DESIGNATED
MORTGAGE LOAN, THEN (I) MBF SHALL HAVE RECEIVED IN FORM AND SUBSTANCE
SATISFACTORY TO MBF THE ELECTRONIC TRACKING AGREEMENT DULY EXECUTED BY SELLER,
MERS AND THE ELECTRONIC AGENT, (II) SELLER SHALL BE A MEMBER OF MERS IN GOOD
STANDING, AND (III) THE TAKEOUT INVESTOR SHALL BE A MEMBER OF MERS IN GOOD
STANDING.
3.3
DELIVERABLES.
SELLER WILL GIVE MBF NOT LESS THAN ONE (1) BUSINESS
DAY PRIOR NOTICE THAT IT INTENDS TO OFFER A PARTICULAR MORTGAGE LOAN FOR SALE TO
MBF HEREUNDER.
SELLER SHALL TRANSMIT (EITHER ELECTRONICALLY OR VIA FACSIMILE
TRANSMISSION) OR DELIVER TO MBF A LOAN PURCHASE DETAIL AND A LOAN SALE
CONFIRMATION FOR THE MORTGAGE LOAN, AND IT SHALL DELIVER OR CAUSE TO BE
DELIVERED TO MBF EITHER THE DRY FUNDING DOCUMENTS PACKAGE OR THE WET FUNDING
DOCUMENTS PACKAGE FOR THE MORTGAGE LOAN.
AT ITS REQUEST FOR ITS CONVENIENCE,
SELLER IS AUTHORIZED TO DELIVER TO MBF EACH LOAN SALE CONFIRMATION
ELECTRONICALLY WITHOUT AN ORIGINAL SIGNATURE THEREON, AND EACH LOAN SALE
CONFIRMATION SO DELIVERED IS INCORPORATED HEREIN BY THIS REFERENCE AND FULLY
EFFECTIVE AND BINDING ON SELLER EVEN THOUGH WITHOUT SUCH A SIGNATURE WHEN IT IS
RELEASED TO MBF AT CLOSING PURSUANT TO SECTION 3.5 OR SECTION 3.6, AS
APPLICABLE.
3.4
ASSIGNMENT OF TAKEOUT COMMITMENT.
THE SALE OF EACH MORTGAGE LOAN
TO MBF SHALL INCLUDE SELLER'S RIGHTS UNDER THE