5.01
INITIAL TRANSACTION. THE OBLIGATION OF THE BUYER
TO ENTER INTO THE INITIAL TRANSACTION HEREUNDER IS SUBJECT TO THE SATISFACTION,
IMMEDIATELY PRIOR TO OR CONCURRENTLY WITH THE ENTERING INTO OF SUCH TRANSACTION,
OF THE CONDITION PRECEDENT THAT THE BUYER SHALL HAVE RECEIVED ALL OF THE
FOLLOWING ITEMS, EACH OF WHICH SHALL BE SATISFACTORY TO THE BUYER AND ITS
COUNSEL IN FORM AND SUBSTANCE:
(A)
REPURCHASE DOCUMENTS.
(I)
REPURCHASE AGREEMENT. THIS REPURCHASE
AGREEMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF THE
PARTIES HERETO;
(II)
CUSTODIAL AGREEMENT. THE CUSTODIAL
AGREEMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF THE
PARTIES THERETO;
(III)
FEE LETTER. THE FEE LETTER, EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF THE PARTIES THERETO;
(B)
ORGANIZATIONAL DOCUMENTS. A GOOD STANDING CERTIFICATE AND CERTIFIED COPIES
OF THE CHARTER AND BY-LAWS (OR EQUIVALENT DOCUMENTS) OF EACH SELLER AND OF ALL
CORPORATE OR OTHER AUTHORITY FOR EACH SELLER WITH RESPECT TO THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE REPURCHASE DOCUMENTS AND EACH OTHER DOCUMENT TO
BE DELIVERED BY SUCH SELLER FROM TIME TO TIME IN CONNECTION HEREWITH (AND THE
BUYER MAY CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL IT RECEIVES NOTICE IN
WRITING FROM SUCH SELLER TO THE CONTRARY);
(C)
LEGAL OPINION. A LEGAL OPINION OF THE IN-HOUSE COUNSEL, WITH RESPECT TO
CORPORATE MATTERS, AND OUTSIDE COUNSEL TO THE SELLERS, WITH RESPECT TO
ENFORCEABILITY AND CERTAIN OTHER MATTERS, SUBSTANTIALLY IN THE FORM(S) ATTACHED
HERETO AS EXHIBIT C;
(D)
FILINGS, REGISTRATIONS, RECORDINGS, LIEN SEARCHES.
(I)
ANY DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, FINANCING STATEMENTS) REQUIRED TO BE FILED, REGISTERED OR RECORDED
IN ORDER TO CREATE, IN FAVOR OF THE BUYER, A PERFECTED, FIRST-PRIORITY SECURITY
INTEREST IN THE PURCHASED ITEMS AND THE COLLATERAL, SUBJECT TO NO LIENS OTHER
THAN THOSE CREATED HEREUNDER, SHALL HAVE BEEN PROPERLY PREPARED AND EXECUTED FOR
FILING (INCLUDING THE APPLICABLE COUNTY(IES) IF THE BUYER DETERMINES SUCH
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FILINGS ARE NECESSARY IN ITS SOLE DISCRETION), REGISTRATION OR RECORDING IN EACH
OFFICE IN EACH JURISDICTION IN WHICH SUCH FILINGS, REGISTRATIONS AND
RECORDATIONS ARE REQUIRED TO PERFECT SUCH FIRST-PRIORITY SECURITY INTEREST;
PROVIDED, THAT ASSIGNMENTS OF THE MORTGAGES SECURING OR RELATED TO THE PURCHASED
LOANS SHALL NOT BE REQUIRED TO BE RECORDED PRIOR TO THE OCCURRENCE OF AN EVENT
OF DEFAULT;
(II)
UCC LIEN SEARCHES IN SUCH JURISDICTIONS AS
SHALL BE APPLICABLE TO THE SELLERS, THE PURCHASED ITEMS AND THE COLLATERAL, THE
RESULTS OF WHICH SHALL BE SATISFACTORY TO THE BUYER.
(E)
FEES. THE FEES AS CONTEMPLATED BY SECTION 3.04;
(F)
FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS REFERENCED IN SECTION 6.03;
(G)
UNDERWRITING GUIDELINES. A CERTIFIED COPY OF THE UNDERWRITING GUIDELINES
RELATED TO EACH SELLER, WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
BUYER;
(H)
CONSENTS, LICENSES, APPROVALS, ETC. COPIES CERTIFIED BY EACH SELLER OF ALL
CONSENTS, LICENSES AND APPROVALS, IF ANY, REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE BY SUCH SELLER OF, AND THE VALIDITY AND
ENFORCEABILITY OF, THE REPURCHASE DOCUMENTS, WHICH CONSENTS, LICENSES AND
APPROVALS SHALL BE IN FULL FORCE