OPINION;
(L)
THE AGENT SHALL NOT HAVE REASONABLY 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 ANY BUYER HAS MADE IT
UNLAWFUL, AND NO GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED THAT IT IS UNLAWFUL,
FOR ANY BUYER TO ENTER INTO TRANSACTIONS;
(M)
THE INITIAL PURCHASE PRICE SPECIFIED IN A CONFIRMATION FOR A
MORTGAGE ASSET SHALL NOT BE LESS THAN $3,000,000 AND INCREMENTS OF $100,000
THEREAFTER; PROVIDED, THAT TWO (2) CONFIRMATIONS PER CALENDAR MONTH MAY SPECIFY
AN INITIAL PURCHASE PRICE IN AN AMOUNT GREATER THAN $1,000,000 AND LESS THAN
$3,000,000.
(N)
THE REPURCHASE DATE FOR SUCH TRANSACTION IS NOT LATER THAN THE
FINAL TERMINATION DATE;
(O)
THE SELLER SHALL HAVE TAKEN SUCH OTHER ACTION AS THE AGENT SHALL
HAVE REASONABLY REQUESTED IN ORDER TO TRANSFER THE PURCHASED ASSETS PURSUANT TO
THIS AGREEMENT AND TO PERFECT ALL SECURITY INTERESTS GRANTED UNDER THIS
AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT IN FAVOR OF THE AGENT FOR THE BENEFIT
OF THE BUYERS WITH RESPECT TO THE PURCHASED ASSETS;
38
(P)
THE WEIGHTED AVERAGE PURCHASE RATE OF ALL MORTGAGE ASSETS SHALL
NOT EXCEED 85.0%;
(Q)
THE WEIGHTED AVERAGE LTV OF ALL MORTGAGE ASSETS SHALL NOT EXCEED
80.0%;
(R)
WITH RESPECT TO EACH SELLER THAT IS A SUBSIDARY OF GWF-I, THE
AGENT SHALL HAVE RECEIVED A PLEDGE AND SECURITY AGREEMENT, SUBSTANTIALLY IN THE
FORM ATTACHED HERETO AS EXHIBIT M, DULY EXECUTED AND DELIVERED BY GWF-I, AS
OWNER OF 100% OF THE EQUITY INTEREST OF THE SELLER;
(S)
WITH RESPECT TO ANY WET MORTGAGE ASSETS, THE AGENT SHALL HAVE
RECEIVED A COMPLETE TRANSACTION REQUEST PACKAGE AND AN ESCROW AGREEMENT IN THE
FORM ATTACHED HERETO AS EXHIBIT O;
(T)
THE SELLER SHALL HAVE ASSIGNED TO THE AGENT, FOR THE BENEFIT OF
THE BUYERS, ALL OF THE SELLER'S RIGHTS UNDER EACH INTEREST RATE PROTECTION
AGREEMENT ENTERED INTO WITH AN AFFILIATED HEDGE COUNTERPARTY IN RESPECT OF A
PURCHASED ASSET AND NO "TERMINATION EVENT", "EVENT OF DEFAULT" OR "POTENTIAL
EVENT OF DEFAULT" (HOWEVER DENOMINATED) SHALL HAVE OCCURRED AND BE CONTINUING
UNDER ANY SUCH INTEREST RATE PROTECTION AGREEMENT; AND
(U)
THE AGENT SHALL HAVE RECEIVED ALL SUCH OTHER AND FURTHER
DOCUMENTS, DOCUMENTATION AND LEGAL OPINIONS (INCLUDING, WITHOUT LIMITATION,
OPINIONS REGARDING THE PERFECTION OF THE AGENT'S SECURITY INTERESTS) AS THE
AGENT IN ITS REASONABLE DISCRETION SHALL REASONABLY REQUIRE.
Each Confirmation delivered by any Seller hereunder shall constitute a
certification by the Seller that all the conditions set forth in this
Section 3.02 with respect to the Seller have been satisfied, waived or is not
applicable (both as of the date of such notice or request and as of the date of
such purchase).
SECTION 3.03
TRANSACTION MECHANICS; RELATED MATTERS.
(A)
DURING THE
PURCHASE PERIOD, IN THE SOLE DISCRETION OF THE AGENT, THE AGENT MAY FROM TIME TO
TIME PURCHASE FROM A SELLER CERTAIN ELIGIBLE ASSETS.
(FOR THE AVOIDANCE OF
DOUBT, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT ANY DECISION BY WBNA, OR
ANY AFFILIATE THEREOF, TO