UNIFORM COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-1.
(VII)
SELLER SHALL HAVE PAID TO BUYERS, OR THE AGENT ON THEIR BEHALF,
ALL FEES AND EXPENSES OWED TO THE BUYERS IN ACCORDANCE WITH THIS AGREEMENT AND
THE SIDE LETTER.
(VIII)
BUYERS OR AGENT SHALL HAVE RECEIVED ANY OTHER DOCUMENTS REASONABLY
REQUESTED BY BUYERS OR AGENT.
(IX)
THERE IS NO MARGIN DEFICIT AT THE TIME IMMEDIATELY PRIOR TO, AND
THERE SHALL BE NO MARGIN DEFICIT IMMEDIATELY FOLLOWING, SUCH TRANSACTION.
(X)
NO EVENT OR EVENTS SHALL HAVE BEEN REASONABLY DETERMINED BY ANY
BUYER TO HAVE OCCURRED RESULTING IN THE EFFECTIVE ABSENCE OF A "REPO MARKET"
RESPECTING LOANS OR MORTGAGE-BACKED OR ASSET-BACKED SECURITIES SUCH THAT SUCH
BUYER IS OR WAS UNABLE TO FINANCE OR FUND PURCHASES UNDER THIS AGREEMENT THROUGH
THE "REPO MARKET" OR SUCH BUYER'S CUSTOMERS.
(XI)
EACH SECURED PARTY (INCLUDING ANY PARTY THAT HAS A PRECAUTIONARY
SECURITY INTEREST IN A LOAN) HAS RELEASED ALL OF ITS RIGHT, TITLE AND INTEREST
IN, TO AND UNDER SUCH LOAN (INCLUDING, WITHOUT LIMITATION, ANY SECURITY INTEREST
THAT SUCH SECURED PARTY OR SECURED PARTY'S AGENT MAY HAVE BY VIRTUE OF ITS
POSSESSION, CUSTODY OR CONTROL THEREOF) AND HAS FILED UNIFORM COMMERCIAL CODE
TERMINATION STATEMENTS IN RESPECT OF ANY UNIFORM COMMERCIAL CODE FILINGS MADE IN
RESPECT OF SUCH LOAN, AND EACH SUCH RELEASE AND UNIFORM COMMERCIAL CODE
TERMINATION STATEMENT HAS BEEN DELIVERED TO THE AGENT PRIOR TO SUCH TRANSACTION.
(XII)
SELLER SHALL HAVE DELIVERED IN SUCH TRANSACTION TO THE AGENT THE
UNDERWRITING PACKAGE (A) FOR EACH LOAN THAT IS A TIER ONE ASSET, NOT LESS THAN
FOUR BUSINESS DAYS PRIOR TO THE DATE OF THE RELATED TRANSACTION NOTICE AND
(B) FOR EACH LOAN THAT IS NOT A TIER ONE ASSET, NOT LESS THAN TEN BUSINESS DAYS
PRIOR TO THE DATE OF THE RELATED TRANSACTION NOTICE, AND THE AGENT, ON BEHALF OF
THE APPLICABLE BUYER, SHALL HAVE APPROVED EACH SUCH LOAN IN ITS SOLE DISCRETION.
AGENT AGREES THAT IT SHALL, ON BEHALF OF THE APPLICABLE BUYER, NOTIFY SELLER OF
THE AGENT'S APPROVAL OR DISAPPROVAL OF EACH SUCH PROPOSED LOAN WITHIN TEN
BUSINESS DAYS AFTER ITS RECEIPT OF THE COMPLETE UNDERWRITING PACKAGE AND
SUPPLEMENTAL REQUESTS (WHETHER REQUESTED ORALLY OR IN WRITING) RELATED TO SUCH
PROPOSED LOAN. FOR PURPOSES OF THIS PROVISION, AN UNDERWRITING PACKAGE RECEIVED
BY A BUYER AFTER 1:00 P.M. NEW YORK CITY TIME SHALL BE DEEMED TO BE RECEIVED ON
THE FOLLOWING BUSINESS DAY.
(XIII)
THE LOAN INCLUDED IN THE PURCHASED ASSET RELATED TO SUCH
TRANSACTION SHALL HAVE AN INTEREST RATE NOT LESS THAN:
(A) WITH RESPECT TO A
FIXED-RATE LOAN, THE 10-YEAR U.S. DOLLAR INTEREST RATE SWAPS PLUS 1.75% AS OF
THE INITIAL PURCHASE DATE OF SUCH
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PURCHASED ASSET OR (B) WITH RESPECT TO A FLOATING-RATE LOAN, LIBO RATE PLUS
1.75% AS OF THE INITIAL PURCHASE DATE OF SUCH PURCHASED ASSET.
(XIV)
SELLER SHALL HAVE DELIVERED TO THE COLLATERAL AGENT (AS DEFINED IN
THE COLLATERAL AGENCY AGREEMENT) A NOTICE OF DESIGNATION (AS DEFINED IN THE
COLLATERAL AGENCY AGREEMENT) WITH RESPECT TO THE MORTGAGE RELATED TO