TRANSACTION) IS SUBJECT TO THE FOLLOWING
FURTHER CONDITIONS PRECEDENT, BOTH IMMEDIATELY PRIOR TO ANY TRANSACTION AND ALSO
AFTER GIVING EFFECT THERETO AND TO THE INTENDED USE THEREOF:
(I)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(II)
BOTH IMMEDIATELY PRIOR TO ENTERING INTO SUCH TRANSACTION AND ALSO
AFTER GIVING EFFECT THERETO AND TO THE INTENDED USE OF THE PROCEEDS THEREOF, THE
REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN SECTION 12 AND SCHEDULE 1
HEREOF, AND IN EACH OF THE OTHER PROGRAM DOCUMENTS, SHALL BE TRUE AND COMPLETE
ON AND AS OF THE PURCHASE DATE IN ALL MATERIAL RESPECTS (IN THE CASE OF THE
REPRESENTATIONS AND WARRANTIES IN SECTION 12(V), 12(W) AND SCHEDULE 1, SOLELY
WITH RESPECT TO LOANS WHICH HAVE NOT BEEN REPURCHASED BY SELLER) 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). AT THE REQUEST OF THE BUYER, THE BUYER
SHALL HAVE RECEIVED AN OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
THE RELATED SELLER CERTIFYING AS TO THE TRUTH AND ACCURACY OF THE ABOVE, WHICH
CERTIFICATE SHALL SPECIFICALLY INCLUDE A STATEMENT THAT THE RELATED SELLER IS IN
COMPLIANCE WITH ALL GOVERNMENTAL LICENSES AND AUTHORIZATIONS AND IS QUALIFIED TO
DO BUSINESS AND IN GOOD STANDING IN ALL REQUIRED JURISDICTIONS.
(III)
THE THEN AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL PURCHASED LOANS,
WHEN ADDED TO THE PURCHASE PRICE FOR THE REQUESTED TRANSACTION, SHALL NOT EXCEED
THE MAXIMUM AGGREGATE PURCHASE PRICE.
(IV)
SUBJECT TO THE BUYER'S RIGHT TO PERFORM ONE OR MORE DUE DILIGENCE
REVIEWS PURSUANT TO SECTION 44 HEREOF, THE BUYER SHALL HAVE COMPLETED ITS DUE
DILIGENCE REVIEW OF THE LOAN DOCUMENTS FOR EACH PURCHASE AND SUCH OTHER
DOCUMENTS, RECORDS, AGREEMENTS, INSTRUMENTS, MORTGAGED PROPERTIES OR INFORMATION
RELATING TO SUCH PURCHASES AS THE BUYER IN ITS REASONABLE DISCRETION DEEMS
APPROPRIATE TO REVIEW AND SUCH REVIEW SHALL BE SATISFACTORY TO THE BUYER IN ITS
REASONABLE DISCRETION.
(V)
BUYER OR ITS DESIGNEE SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF A
TRANSACTION WITH RESPECT TO ANY PURCHASED LOANS (UNLESS OTHERWISE SPECIFIED IN
THIS AGREEMENT) THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND
(IF APPLICABLE) DULY EXECUTED:
(A) THE TRANSACTION NOTICE AND LOAN SCHEDULE WITH RESPECT TO SUCH
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PURCHASED LOANS, DELIVERED PURSUANT TO SECTION 3(A);
(B) THE TRUST RECEIPT WITH RESPECT TO SUCH PURCHASED LOANS, WITH THE LOAN
SCHEDULE ATTACHED; AND
(C) SUCH CERTIFICATES, CUSTOMARY OPINIONS OF COUNSEL OR OTHER DOCUMENTS AS BUYER
MAY REASONABLY REQUEST, PROVIDED THAT SUCH OPINIONS OF COUNSEL SHALL NOT BE
REQUIRED ROUTINELY IN CONNECTION WITH EACH TRANSACTION BUT SHALL ONLY BE
REQUIRED FROM TIME TO TIME AS DEEMED NECESSARY BY BUYER IN ITS COMMERCIALLY
REASONABLE JUDGMENT.
(VI)
RESERVED.
(VII)
WITH RESPECT TO ANY LOAN THAT WAS FUNDED IN THE NAME OF OR ACQUIRED BY
A QUALIFIED ORIGINATOR WHICH IS AN AFFILIATE OF THE SELLERS, THE BUYER MAY, IN
ITS