instruments of transfer or assignment in blank and such other
documentation as Buyer may reasonably request.
All Purchased Mortgage Loans
shall be evidenced by a Trust Receipt and Certification.
Any Repurchase Price
received by Buyer after 2:00 p.m. New York City time shall be deemed received on
the next succeeding Business Day; provided, that Buyer shall credit to the
Sellers interest, if any, earned on such funds overnight.
10.
CONDITIONS PRECEDENT
A.
INITIAL TRANSACTION.
AS CONDITIONS PRECEDENT TO THE INITIAL TRANSACTION,
BUYER SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF SUCH INITIAL TRANSACTION THE
FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND DULY EXECUTED BY THE
SELLERS AND EACH OTHER PARTY THERETO:
(1) PROGRAM AGREEMENTS.
THE PROGRAM AGREEMENTS (INCLUDING A CUSTODIAL AGREEMENT
IN A FORM ACCEPTABLE TO BUYER) DULY EXECUTED AND DELIVERED BY THE PARTIES
THERETO AND BEING IN FULL FORCE AND EFFECT, FREE OF ANY MODIFICATION, BREACH OR
WAIVER.
(2) SECURITY INTEREST.
EVIDENCE THAT ALL OTHER ACTIONS NECESSARY OR, IN THE
OPINION OF BUYER, DESIRABLE TO PERFECT AND PROTECT BUYER'S INTEREST IN THE
PURCHASED MORTGAGE LOANS AND OTHER REPURCHASE ASSETS HAVE BEEN TAKEN, INCLUDING,
WITHOUT LIMITATION, DULY EXECUTED AND FILED UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS ON FORM UCC-1.
(3) ORGANIZATIONAL DOCUMENTS.
A CERTIFIED COPY OF EACH SELLER'S CHARTER, BYLAWS
AND CORPORATE RESOLUTIONS APPROVING THE PROGRAM AGREEMENTS AND TRANSACTIONS
THEREUNDER (EITHER SPECIFICALLY OR BY GENERAL RESOLUTION) AND ALL DOCUMENTS
EVIDENCING OTHER NECESSARY CORPORATE ACTION OR GOVERNMENTAL APPROVALS AS MAY BE
REQUIRED IN CONNECTION WITH THE PROGRAM AGREEMENTS.
(4) GOOD STANDING CERTIFICATE.
A CERTIFIED COPY OF A GOOD STANDING CERTIFICATE
OF EACH SELLER, DATED AS OF NO EARLIER THAN THE DATE 10 BUSINESS DAYS PRIOR TO
THE PURCHASE DATE WITH RESPECT TO THE INITIAL TRANSACTION HEREUNDER.
(5) INCUMBENCY CERTIFICATE.
AN INCUMBENCY CERTIFICATE OF THE CORPORATE
SECRETARY OF EACH SELLER, CERTIFYING THE NAMES, TRUE SIGNATURES AND TITLES OF
THE REPRESENTATIVES DULY AUTHORIZED TO REQUEST TRANSACTIONS HEREUNDER AND TO
EXECUTE THE PROGRAM AGREEMENTS.
(6) OPINION OF COUNSEL.
AN OPINION OF EACH SELLER'S INTERNAL COUNSEL, IN FORM
AND SUBSTANCE SUBSTANTIALLY AS SET FORTH IN EXHIBIT F ATTACHED HERETO.
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(7) UNDERWRITING GUIDELINES.
A TRUE AND CORRECT COPY OF THE UNDERWRITING
GUIDELINES CERTIFIED BY AN OFFICER OF THE SELLERS.
(8) FEES.
PAYMENT OF ANY FEES DUE TO BUYER HEREUNDER.
B.
ALL TRANSACTIONS.
THE OBLIGATION OF BUYER TO ENTER INTO EACH TRANSACTION
PURSUANT TO THIS AGREEMENT IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(1) DUE DILIGENCE REVIEW.
WITHOUT LIMITING THE GENERALITY OF SECTION 36 HEREOF,
BUYER SHALL HAVE COMPLETED, TO ITS SATISFACTION, ITS DUE DILIGENCE REVIEW OF THE
SELLERS AND THOSE MORTGAGE LOANS IDENTIFIED TO THE SELLERS BY BUYER.
(2) REQUIRED DOCUMENTS.
(A)
WITH RESPECT TO EACH PURCHASED MORTGAGE LOAN WHICH IS NOT A WET-INK
MORTGAGE LOAN THE MORTGAGE FILE HAS BEEN DELIVERED TO THE CUSTODIAN (I) WITH
RESPECT TO ANY PURCHASE OF 25 OR FEWER MORTGAGE LOANS ON A SINGLE PURCHASE DATE,
ON OR PRIOR TO 3:00 P.M. (NEW YORK CITY TIME) ON THE PURCHASE DATE, AND (II)
WITH RESPECT TO ANY