BY
BUYER IN GOOD FAITH.
(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(III)
BUYER SHALL NOT HAVE DETERMINED THAT THE
INTRODUCTION OF OR A CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION
OR ADMINISTRATION OF ANY REQUIREMENT OF LAW APPLICABLE TO BUYER HAS MADE IT
UNLAWFUL, AND NO GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED THAT IT IS UNLAWFUL,
FOR BUYER TO ENTER INTO TRANSACTIONS WITH A PRICING RATE BASED ON LIBO RATE.
(IV)
ALL REPRESENTATIONS AND WARRANTIES IN THE
PROGRAM DOCUMENTS SHALL BE TRUE AND CORRECT ON THE DATE OF SUCH TRANSACTION AND
SELLER AND GURANTOR ARE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE
PROGRAM DOCUMENTS.
(V)
THE THEN AGGREGATE OUTSTANDING PURCHASE
PRICE FOR ALL PURCHASED ASSETS, WHEN ADDED TO THE PURCHASE PRICE FOR THE
REQUESTED TRANSACTION, SHALL NOT EXCEED THE MAXIMUM AGGREGATE PURCHASE PRICE
WITH RESPECT TO ALL PURCHASED ASSETS.
(VI)
BUYER SHALL HAVE DETERMINED THAT ALL ACTIONS
NECESSARY OR, IN THE OPINION OF BUYER, DESIRABLE TO MAINTAIN BUYER'S PERFECTED
INTEREST IN THE PURCHASED ASSETS AND OTHER COLLATERAL HAVE BEEN TAKEN,
INCLUDING, WITHOUT LIMITATION, DULY EXECUTED AND FILED UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS ON FORM UCC-1.
(VII)
SELLER SHALL HAVE PAID TO BUYER ALL FEES AND
EXPENSES OWED TO BUYER IN ACCORDANCE WITH THIS AGREEMENT.
(VIII)
BUYER OR ITS DESIGNEE SHALL HAVE RECEIVED ANY
OTHER DOCUMENTS REASONABLY REQUESTED BY BUYER.
(IX)
THERE IS NO MARGIN DEFICIT AT THE TIME
IMMEDIATELY PRIOR TO OR IMMEDIATELY FOLLOWING SUCH TRANSACTION.
23
(X)
NO EVENT OR EVENTS SHALL HAVE BEEN
REASONABLY DETERMINED BY BUYER TO HAVE OCCURRED RESULTING IN THE EFFECTIVE
ABSENCE OF A "REPO MARKET" RESPECTING LOANS OR MORTGAGE-BACKED OR ASSET-BACKED
SECURITIES SUCH THAT BUYER IS OR WAS UNABLE TO FINANCE OR FUND PURCHASES UNDER
THIS AGREEMENT THROUGH THE "REPO MARKET" OR BUYER'S CUSTOMERS.
(XI)
EACH SECURED PARTY (INCLUDING ANY PARTY THAT
HAS A PRECAUTIONARY SECURITY INTEREST IN A LOAN OR LLC INTERESTS) HAS RELEASED
ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER SUCH LOAN OR LLC INTERESTS
(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 OR LLC
INTERESTS, AND EACH SUCH RELEASE AND UNIFORM COMMERCIAL CODE TERMINATION
STATEMENT HAS BEEN DELIVERED TO BUYER PRIOR TO SUCH TRANSACTION.
(XII)
SELLER SHALL HAVE DELIVERED IN SUCH
TRANSACTION TO BUYER, WITH RESPECT TO A LOAN, THE UNDERWRITING PACKAGE (A) FOR
EACH LOAN THAT IS A TIER ONE ASSET, NOT LESS THAN FOUR (4) 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 (10) BUSINESS DAYS PRIOR TO THE DATE OF THE
RELATED TRANSACTION NOTICE, AND BUYER SHALL HAVE APPROVED EACH SUCH LOAN IN ITS
SOLE DISCRETION. BUYER AGREES THAT IT SHALL NOTIFY SELLER OF