SIGNED COPY OF THE RELATED
CONFIRMATION DESCRIBED IN CLAUSE (I) ABOVE, ON OR BEFORE THE SCHEDULED DATE OF
THE UNDERLYING PROPOSED TRANSACTION. PRIOR TO THE APPROVAL OF EACH PROPOSED
TRANSACTION BY BUYER:
(A)
BUYER SHALL HAVE (I) DETERMINED, IN ITS SOLE AND ABSOLUTE
DISCRETION, THAT THE ASSET PROPOSED TO BE SOLD TO BUYER BY SELLER IN SUCH
TRANSACTION IS AN ELIGIBLE ASSET AND (II) OBTAINED INTERNAL CREDIT APPROVAL, TO
BE GRANTED OR DENIED IN BUYER'S SOLE AND ABSOLUTE DISCRETION, FOR THE INCLUSION
OF SUCH ELIGIBLE ASSET AS A
23
PURCHASED ASSET IN A TRANSACTION, WITHOUT REGARD FOR ANY PRIOR CREDIT DECISIONS
BY BUYER OR ANY AFFILIATE OF BUYER, AND WITH THE UNDERSTANDING THAT BUYER SHALL
HAVE THE ABSOLUTE RIGHT TO CHANGE ANY OR ALL OF ITS INTERNAL UNDERWRITING
CRITERIA AT ANY TIME, WITHOUT NOTICE OF ANY KIND TO SELLER;
(B)
BUYER SHALL HAVE DETERMINED THE PRICING RATE APPLICABLE TO THE
TRANSACTION (INCLUDING THE APPLICABLE SPREAD) IN ACCORDANCE WITH SCHEDULE I
HERETO OR AS OTHERWISE AGREED BY BUYER AND SELLER;
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND NO EVENT
SHALL HAVE OCCURRED WHICH HAS, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT;
(D)
SELLER SHALL HAVE DELIVERED TO BUYER A LIST OF ALL EXCEPTIONS TO
THE REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASED ASSET AND ANY OTHER
ELIGIBILITY CRITERIA FOR SUCH PURCHASED ASSET (THE "REQUESTED EXCEPTIONS
REPORT");
(E)
BUYER SHALL HAVE WAIVED ALL EXCEPTIONS IN THE REQUESTED EXCEPTIONS
REPORT;
(F)
BOTH IMMEDIATELY PRIOR TO THE REQUESTED TRANSACTION AND ALSO AFTER
GIVING EFFECT THERETO AND TO THE INTENDED USE THEREOF,
(I)
THE REPRESENTATIONS
AND WARRANTIES MADE BY SELLER IN ARTICLE 10, AS APPLICABLE, (OTHER THAN THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 10(B)(X)(D) SHALL BE TRUE,
CORRECT AND COMPLETE ON AND AS OF SUCH PURCHASE DATE IN ALL MATERIAL RESPECTS
WITH THE SAME FORCE AND EFFECT AS IF MADE ON AND AS OF SUCH DATE (OR, IF ANY
SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF A
SPECIFIC DATE, AS OF SUCH SPECIFIC DATE) AND
(II) NO MATERIAL BREACH SHALL HAVE
OCCURRED AND BE CONTINUING WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN ARTICLE 10(B)(X)(D);
(G)
SUBJECT TO BUYER'S RIGHT TO PERFORM ONE OR MORE DUE DILIGENCE
REVIEWS PURSUANT TO ARTICLE 27, BUYER SHALL HAVE COMPLETED ITS DUE DILIGENCE
REVIEW OF THE PURCHASED ASSET FILE, AND SUCH OTHER DOCUMENTS, RECORDS,
AGREEMENTS, INSTRUMENTS, MORTGAGED PROPERTIES OR INFORMATION RELATING TO SUCH
PURCHASED ASSET AS BUYER IN ITS SOLE DISCRETION DEEMS APPROPRIATE TO REVIEW AND
SUCH REVIEW SHALL BE SATISFACTORY TO BUYER IN ITS SOLE DISCRETION AND BUYER HAS
CONSENTED IN WRITING TO THE ELIGIBLE ASSET BECOMING A PURCHASED ASSET; PROVIDED,
THAT IF BUYER'S DILIGENCE REVIEW OF THE PURCHASED ASSET FILE REQUIRES THE
DELIVERY OF A MORTGAGE FILE OR THE EQUIVALENT, SELLER SHALL HAVE THE BENEFIT OF
SUCH DELAYED DELIVERY PROVISIONS AS ARE CUSTOMARY IN POOLING AND SERVICING