YORK CITY TIME) ON THE PURCHASE DATE.
(3)
TRANSACTION DOCUMENTS.
ADMINISTRATIVE AGENT OR ITS DESIGNEE SHALL
HAVE RECEIVED ON OR BEFORE THE DAY OF SUCH TRANSACTION (UNLESS OTHERWISE
SPECIFIED IN THIS AGREEMENT) THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY
TO ADMINISTRATIVE AGENT AND (IF APPLICABLE) DULY EXECUTED:
(A)
A TRANSACTION REQUEST DELIVERED PURSUANT TO SECTION 3(C) HEREOF
AND A PURCHASE CONFIRMATION.
(B)
THE REQUEST FOR CERTIFICATION AND THE RELATED CUSTODIAL MORTGAGE
LOAN SCHEDULE, AND THE TRUST RECEIPT.
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(C)
SUCH CERTIFICATES, OPINIONS OF COUNSEL OR OTHER DOCUMENTS AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(4)
NO EVENT OF DEFAULT.
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING;
(5)
REQUIREMENTS OF LAW.
ADMINISTRATIVE AGENT SHALL NOT HAVE
DETERMINED THAT THE INTRODUCTION OF OR A CHANGE IN ANY REQUIREMENT OF LAW OR IN
THE INTERPRETATION OR ADMINISTRATION OF ANY REQUIREMENT OF LAW APPLICABLE TO
BUYERS HAS MADE IT UNLAWFUL, AND NO GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED
THAT IT IS UNLAWFUL, FOR BUYERS TO ENTER INTO TRANSACTIONS WITH A PRICING RATE
BASED ON LIBOR.
(6)
REPRESENTATIONS AND WARRANTIES.
BOTH IMMEDIATELY PRIOR TO THE
RELATED TRANSACTION AND ALSO AFTER GIVING EFFECT THERETO AND TO THE INTENDED USE
THEREOF, THE REPRESENTATIONS AND WARRANTIES MADE BY EACH SELLER IN EACH PROGRAM
AGREEMENT SHALL BE TRUE, CORRECT AND COMPLETE ON AND AS OF SUCH PURCHASE DATE IN
ALL MATERIAL RESPECTS 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).
(7)
ELECTRONIC TRACKING AGREEMENT. TO THE EXTENT SELLERS ARE SELLING
MORTGAGE LOANS WHICH ARE REGISTERED ON THE MERS® SYSTEM, AN ELECTRONIC TRACKING
AGREEMENT ENTERED INTO, DULY EXECUTED AND DELIVERED BY THE PARTIES THERETO AND
BEING IN FULL FORCE AND EFFECT, FREE OF ANY MODIFICATION, BREACH OR WAIVER.
(8)
MATERIAL ADVERSE EFFECT.
NO EVENT HAS OCCURRED AND IS CONTINUING
THAT, UNDER THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT, IS REASONABLY
LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
(9)
CP DISRUPTION EVENT.
WITH RESPECT TO A PARTICULAR CONDUIT BUYER,
A CP DISRUPTION EVENT SHALL NOT HAVE OCCURRED OR BE CONTINUING;
(10)
MAXIMUM AGGREGATE PURCHASE PRICE.
AFTER GIVING EFFECT TO THE
REQUESTED TRANSACTION, THE AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL
PURCHASED MORTGAGE LOANS SUBJECT TO THEN OUTSTANDING TRANSACTIONS UNDER THIS
AGREEMENT SHALL NOT EXCEED THE MAXIMUM AGGREGATE PURCHASE PRICE.
(11)
SATISFACTORY STANDARDS. THE CREDIT, RISK MANAGEMENT AND COLLECTION
POLICIES OF THE SELLERS ARE SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND THE
SELLERS HAVE ADEQUATE ABILITY TO UNDERWRITE MORTGAGE LOANS AND TO ADMINISTER THE
UNDERWRITING GUIDELINES AND ACCEPTED SERVICING PRACTICES.
11.
PROGRAM; COSTS; ILLEGALITY
A.
SELLERS SHALL REIMBURSE ADMINISTRATIVE AGENT FOR ANY OF
ADMINISTRATIVE AGENT'S REASONABLE OUT-OF-POCKET COSTS, INCLUDING DUE DILIGENCE
REVIEW COSTS AND
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REASONABLE ATTORNEY'S FEES, INCURRED BY ADMINISTRATIVE AGENT IN DETERMINING THE
ACCEPTABILITY TO ADMINISTRATIVE AGENT OF ANY MORTGAGE LOANS.
SELLERS SHALL ALSO
PAY, OR REIMBURSE ADMINISTRATIVE AGENT IF ADMINISTRATIVE AGENT SHALL PAY, ANY
TERMINATION FEE,