DILIGENCE FEES AND EXPENSES AND REASONABLE
LEGAL FEES AND EXPENSES) REQUIRED TO BE PAID HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS.
(B)
CONDITIONS PRECEDENT TO EACH TRANSACTION.
BUYER'S OBLIGATION TO PAY THE PURCHASE PRICE FOR EACH TRANSACTION SHALL BE
SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(I)
WITH RESPECT TO EACH PURCHASE DATE,
SELLER SHALL HAVE DELIVERED TO BUYER A CONFIRMATION AND THE LOAN PURCHASE DETAIL
WITH RESPECT TO THE PURCHASED MORTGAGE LOANS SUBJECT TO SUCH TRANSACTION;
(II)
IN THE CASE OF A MORTGAGE LOAN SUBJECT TO
A WET FUNDING, BUYER SHALL HAVE RECEIVED THE DOCUMENTS DESCRIBED IN ITEMS
(I) THROUGH (IV) OF THE DEFINITION OF LOAN FILE, AND, IN THE CASE OF ANY OTHER
MORTGAGE LOAN SUBJECT TO SUCH TRANSACTION, BUYER SHALL HAVE RECEIVED THE
COMPLETE LOAN FILE FOR SUCH MORTGAGE LOAN, IN EACH CASE IN FORM AND SUBSTANCE
SATISFACTORY TO BUYER;
(III)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING;
(IV)
NO MARGIN DEFICIT SHALL EXIST EITHER BEFORE OR
AFTER GIVING EFFECT TO SUCH TRANSACTION;
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(V)
THIS AGREEMENT AND EACH OF THE OTHER
TRANSACTION DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE TERMINATION
DATE SHALL NOT HAVE OCCURRED;
(VI)
EACH MORTGAGE LOAN SUBJECT TO SUCH TRANSACTION
IS AN ELIGIBLE MORTGAGE LOAN;
(VII)
SELLER SHALL HAVE DELIVERED EVIDENCE
SATISFACTORY TO BUYER, IN ITS SOLE DISCRETION, THAT EACH MORTGAGE LOAN SUBJECT
TO SUCH TRANSACTION IS SUBJECT TO A VALID AND BINDING TAKEOUT COMMITMENT OR
HEDGING ARRANGEMENT, WHICH MAY INCLUDE A COPY OF THE RELATED TAKEOUT AGREEMENT
OR HEDGING ARRANGEMENT;
(VIII)
EACH OF SELLER'S AND EACH GUARANTOR'S
REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND EACH OF THE OTHER
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND IN ANY OFFICER'S CERTIFICATE
DELIVERED TO BUYER IN CONNECTION THEREWITH SHALL BE TRUE AND CORRECT ON AND AS
OF THE DATE HEREOF AND SUCH PURCHASE DATE, WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF SUCH DATE (EXCEPT FOR
THOSE REPRESENTATIONS AND WARRANTIES AND OFFICER'S CERTIFICATES WHICH ARE
SPECIFICALLY MADE ONLY AS OF A DIFFERENT DATE, WHICH REPRESENTATIONS AND
WARRANTIES AND OFFICER'S CERTIFICATES SHALL BE CORRECT ON AND AS OF THE DATE
MADE), AND SELLER AND EACH GUARANTOR SHALL HAVE COMPLIED WITH ALL THE AGREEMENTS
AND SATISFIED ALL THE CONDITIONS UNDER THIS AGREEMENT, EACH OF THE OTHER
TRANSACTION DOCUMENTS AND THE MORTGAGE LOAN DOCUMENTS TO WHICH IT IS A PARTY ON
ITS PART TO BE PERFORMED OR SATISFIED AT OR PRIOR TO THE RELATED PURCHASE DATE;
(IX)
NO REQUIREMENT OF LAW WOULD PROHIBIT THE
CONSUMMATION OF ANY TRANSACTION CONTEMPLATED HEREBY, OR WOULD IMPOSE LIMITS ON
THE AMOUNTS THAT BUYER MAY LEGALLY RECEIVE OR WOULD IMPOSE A MATERIAL TAX OR
LEVY ON SUCH TRANSACTION OR THE PURCHASE PRICE, REPURCHASE PRICE OR ANY PAYMENTS
RECEIVED IN RESPECT THEREOF;
(X)
NO ACTION, PROCEEDING OR INVESTIGATION SHALL
HAVE BEEN INSTITUTED, NOR SHALL ANY ORDER, JUDGMENT OR DECREE HAVE BEEN ISSUED
OR PROPOSED TO BE ISSUED BY ANY GOVERNMENTAL