SPONSOR OR
ANY OF ITS PROPERTIES OR RIGHTS, WHICH, IF ADVERSELY DETERMINED, WOULD IN
SPONSOR'S GOOD FAITH AND REASONABLE JUDGMENT (A) MATERIALLY IMPAIR THE RIGHT OF
THE SPONSOR TO CARRY ON ITS BUSINESS AS NOW CONDUCTED OR (B) HAVE A MATERIAL
ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE SPONSOR.
(VI)
THE BONDS ARE GENUINE AND OUTSTANDING.
EACH TRANSFEROR
TRANSFERRING THE BONDS TO FREDDIE MAC HAS ALL NECESSARY POWER AND AUTHORITY TO
TRANSFER, AND HAS DULY AUTHORIZED BY ALL NECESSARY ACTION THE TRANSFER OF, THE
BONDS TO FREDDIE MAC PURSUANT TO THE BOND EXCHANGE AGREEMENT.
ANY CONSENTS OR
APPROVALS REQUIRED TO TRANSFER THE BONDS TO FREDDIE MAC HAVE BEEN OBTAINED.
IMMEDIATELY PRIOR TO SUCH TRANSFERS, EACH TRANSFEROR OWNED THE BONDS FREE AND
CLEAR OF ANY LIEN, PLEDGE, ENCUMBRANCE OR OTHER SECURITY INTEREST, AND HAS NOT
SOLD, ASSIGNED OR PLEDGED ANY OF ITS INTEREST IN THE BONDS TO ANY PERSON OTHER
THAN FREDDIE MAC, AND HAS NOT ENTERED INTO ANY AGREEMENT TO EFFECT SUCH A SALE,
ASSIGNMENT OR PLEDGE EXCEPT AS CONTEMPLATED BY THE BOND EXCHANGE AGREEMENT.
UPON SUCH TRANSFERS, EACH TRANSFEROR HAS RELEASED ALL RIGHT, TITLE AND INTEREST
IN AND TO THE BONDS.
Section 2.3
Conditions.
The obligation of Freddie Mac to exchange
the Certificates for the Bonds, execute and deliver each Series Certificate
Agreement and provide the Credit Enhancement and the Liquidity Facility is
subject to the satisfaction of the following conditions precedent on or prior to
the Closing Date (if the Closing Date occurs without satisfaction of any such
condition, such condition shall be deemed waived for purposes of the Closing
Date occurring unless otherwise set forth in a closing letter between the
parties:
(A)
FINAL DOCUMENTATION DELIVERY WITH RESPECT TO EACH BOND MORTGAGE ON
A MORTGAGED PROPERTY.
THE SPONSOR HAS COMPLETED FINAL DELIVERY OF THE DATA TAPE
AND THE OTHER DOCUMENTATION IN RESPECT OF EACH BOND MORTGAGE ON A MORTGAGED
PROPERTY THAT RELATES TO THE BONDS BY DELIVERING THE FOLLOWING (TO THE EXTENT
NOT PREVIOUSLY DELIVERED) THROUGH A SECURE WEBSITE ACCESSIBLE BY FREDDIE MAC TO
FREDDIE MAC, LEGAL DIVISION, 8200 JONES BRANCH DRIVE, MAIL STOP 204, MCLEAN, VA
22102 ATTENTION:
ASSISTANT GENERAL COUNSEL, AN ACCURATE, COMPLETE AND LEGIBLE
COPY OF THE FOLLOWING DOCUMENTS, INCLUDING ALL ASSIGNMENTS OF SUCH DOCUMENTS:
(I)
THE BOND MORTGAGE.
(II)
THE CLOSING TRANSCRIPT FROM THE ORIGINAL ISSUE OF THE RELATED
BONDS AND FROM ANY SUBSEQUENT REFUNDING ISSUE, IF APPLICABLE.
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(III)
EACH FINANCING STATEMENT THAT PURPORTS TO PERFECT A SECURITY
INTEREST RELATED TO THE BOND MORTGAGE OR THE RELATED BONDS.
(IV)
THE TITLE INSURANCE POLICY INSURING THE BOND MORTGAGE AND NAMING
THE APPLICABLE BOND TRUSTEE AS THE INSURED IF NOT INCLUDED IN THE CLOSING
TRANSCRIPT WITH RESPECT TO THE RELATED BONDS.
(V)
EACH LEGAL OPINION RECEIVED BY THE SPONSOR AND THE ISSUER FROM
COUNSEL TO THE OWNER AND THE GUARANTOR(S), IF ANY, IN A FORM ACCEPTABLE TO
FREDDIE MAC.
(VI)
A TRUE AND CORRECT COPY OF THE RENT SCHEDULE SUPPLIED BY THE OWNER
AS OF JUNE 30, 2007, EXCEPT AS OTHERWISE SET