ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO, ACCOUNTING TERMS RELATING TO A SELLER NOT DEFINED IN
SECTION 2.01, AND ACCOUNTING TERMS PARTLY DEFINED IN SECTION 2.01, TO THE EXTENT
NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
33
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
ALL MATTERS TO BE DETERMINED BY THE AGENT IN ITS SOLE DISCRETION
HEREUNDER SHALL BE DETERMINED BY THE AGENT IN ITS SOLE DISCRETION EXERCISED IN
GOOD FAITH.
(F)
ALL REFERENCES HEREIN, OR IN ANY OTHER REPURCHASE DOCUMENT, TO
"THE SELLER" SHALL REFER TO THE APPLICABLE SELLER OF A PURCHASED ASSET IN
CONNECTION WITH A TRANSACTION HEREUNDER.
ARTICLE III
INITIATION; TERMINATION
SECTION 3.01
CONDITIONS PRECEDENT TO INITIAL TRANSACTION.
THE AGENT
AND EACH BUYER'S AGREEMENT TO ENTER INTO THE INITIAL TRANSACTION HEREUNDER IS
SUBJECT TO THE SATISFACTION, IMMEDIATELY PRIOR TO OR CONCURRENTLY WITH THE
MAKING OF SUCH TRANSACTION, OF THE CONDITION PRECEDENT THAT THE AGENT SHALL HAVE
RECEIVED FROM THE SELLERS PAYMENT OF AN AMOUNT EQUAL TO ALL FEES AND EXPENSES
PAYABLE HEREUNDER AND PURSUANT TO THE FEE AND PRICING LETTER, AND ALL OF THE
FOLLOWING DOCUMENTS, EACH OF WHICH SHALL BE SATISFACTORY IN FORM AND SUBSTANCE
TO THE AGENT AND ITS COUNSEL:
(A)
THE FOLLOWING REPURCHASE DOCUMENTS, AS WELL AS CERTAIN OTHER
DOCUMENTS, DELIVERED TO THE AGENT:
(I)
THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT.
THIS THIRD
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT DULY COMPLETED AND EXECUTED BY
EACH OF THE PARTIES HERETO;
(II)
SECOND AMENDED AND RESTATED CUSTODIAL AGREEMENT.
THE SECOND AMENDED
AND RESTATED CUSTODIAL AGREEMENT, DULY EXECUTED AND DELIVERED BY EACH OF THE
PARTIES THERETO;
(III)
ACCOUNT CONTROL AGREEMENT.
THE ACCOUNT CONTROL AGREEMENT, DULY
EXECUTED AND DELIVERED BY EACH OF THE PARTIES THERETO;
(IV)
INTEREST RATE PROTECTION AGREEMENTS.
ALL INTEREST RATE PROTECTION
AGREEMENTS REQUIRED PURSUANT TO SECTION 9.01(V), DULY EXECUTED AND DELIVERED BY
EACH OF THE PARTIES THERETO;
(V)
THIRD AMENDED AND RESTATED GUARANTEE AGREEMENT.
THE GUARANTEE
AGREEMENT, DULY EXECUTED AND DELIVERED BY THE GUARANTORS;
(VI)
PLEDGE AND SECURITY AGREEMENT.
THE PLEDGE AND SECURITY AGREEMENT, DULY
EXECUTED AND DELIVERED BY EACH OF THE PARTIES THERETO.
(VII)
CONSENTS AND WAIVERS.
ANY AND ALL CONSENTS AND WAIVERS APPLICABLE TO
ANY SELLER OR TO THE MORTGAGE ASSETS;
34
(VIII)
UCC FINANCING STATEMENTS.
UCC FINANCING STATEMENTS NAMING EACH SELLER
AS "DEBTOR" AND THE AGENT, AS AGENT FOR THE BUYERS, AS "SECURED PARTY" AND
DESCRIBING AS "COLLATERAL" THE PURCHASED ITEMS AND ANY OTHER DOCUMENTS NECESSARY
OR REQUESTED BY THE AGENT TO PERFECT THE SECURITY INTERESTS GRANTED BY THE
SELLERS IN FAVOR OF THE AGENT, FOR THE BENEFIT OF THE BUYERS, UNDER THIS
AGREEMENT OR ANY OTHER REPURCHASE