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 THE 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.
(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) 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 BUYER PRIOR TO SUCH TRANSACTION.
(XII)
SELLER SHALL HAVE DELIVERED IN SUCH TRANSACTION TO BUYER 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
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NOTICE, AND BUYER SHALL HAVE APPROVED EACH SUCH LOAN IN ITS SOLE DISCRETION.
BUYER AGREES THAT IT SHALL NOTIFY SELLER OF ITS 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 BUYER AFTER 1:00 P.M. NEW YORK CITY TIME SHALL
BE DEEMED TO BE RECEIVED ON THE FOLLOWING BUSINESS DAY.
(XIII)
EACH LOAN CONSTITUTING A PURCHASED ASSET IN 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 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)
SATISFACTION OF ANY CONDITIONS PRECEDENT TO THE FIRST TRANSACTION
ON OR AFTER THE EFFECTIVE DATE AS SET FORTH IN CLAUSE (A)