THE GUARANTORS;
(VI)
PLEDGE AGREEMENT.
A PLEDGE AND SECURITY AGREEMENT, OR SUCH OTHER
PLEDGE AGREEMENT AS SHALL BE ACCEPTABLE TO THE AGENT IN ITS SOLE DISCRETION,
PURSUANT TO WHICH ALL OF THE CAPITAL STOCK OF THE SUBSIDIARIES OF THE PARENT AND
GKK CAPITAL LP SHALL BE PLEDGED IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE
BUYERS HEREUNDER, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF
THE PARTIES THERETO;
(VII)
AMENDMENT TO LIQUIDITY FACILITY.
AN AMENDMENT TO THE LIQUIDITY
FACILITY, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF THE
PARTIES THERETO;
(VIII)
CONSENTS AND WAIVERS.
ANY AND ALL CONSENTS AND WAIVERS APPLICABLE
TO ANY SELLER OR TO THE MORTGAGE ASSETS;
(IX)
UCC FINANCING STATEMENTS.
UCC FINANCING STATEMENTS NAMING EACH
SELLER AS "DEBTOR" AND THE AGENT, AS AGENT FOR THE BUYERS, AS "SECURED PARTY"
AND DESCRIBING AS "COLLATERAL" THE PURCHASED ITEMS AND ANY OTHER DOCUMENTS
NECESSARY OR
35
REQUESTED BY THE AGENT TO PERFECT THE SECURITY INTERESTS GRANTED BY THE SELLERS
IN FAVOR OF THE AGENT, FOR THE BENEFIT OF THE BUYERS, UNDER THIS AGREEMENT OR
ANY OTHER REPURCHASE DOCUMENT;
(B)
OPINIONS OF COUNSEL.
AN OPINION OR OPINIONS OF OUTSIDE COUNSEL TO
THE SELLERS, WHICH OPINION OR OPINIONS SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO THE AGENT AND SHALL INCLUDE GENERAL ISSUES OF FORMATION AND
ENFORCEABILITY WITH RESPECT TO EACH SELLER, FIRST PRIORITY PERFECTED SECURITY
INTEREST WITH RESPECT TO THE PURCHASED ASSETS, A NON-CONSOLIDATION OPINION AND
SUCH OTHER ISSUES AS REQUESTED BY THE AGENT;
(C)
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 THE SELLER FROM TIME TO TIME IN CONNECTION
HEREWITH (AND THE AGENT MAY CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL IT
RECEIVES NOTICE IN WRITING FROM THE SELLER TO THE CONTRARY);
(D)
SERVICING AGREEMENT.
WITH RESPECT TO ANY ELIGIBLE ASSET TO BE
PURCHASED HEREUNDER ON THE RELATED PURCHASE DATE WHICH IS NOT SERVICED BY
SELLER, SELLER SHALL HAVE PROVIDED TO THE AGENT A COPY OF THE RELATED SERVICING
AGREEMENT, CERTIFIED AS A TRUE, CORRECT AND COMPLETE COPY OF THE ORIGINAL,
TOGETHER WITH A SERVICER NOTICE, FULLY EXECUTED BY SELLER AND SERVICER;
(E)
CLOSING CERTIFICATION.
A CLOSING CERTIFICATION OF EACH SELLER.
(F)
FEES AND EXPENSES.
THE AGENT SHALL HAVE RECEIVED PAYMENT FROM
THE SELLERS OF AN AMOUNT EQUAL TO THE AMOUNT OF ACTUAL COSTS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, THE FEES AND EXPENSES OF COUNSEL TO THE AGENT
AND/OR THE BUYERS, INCURRED BY THE AGENT AND/OR THE BUYERS IN CONNECTION WITH
THE DEVELOPMENT, PREPARATION AND EXECUTION OF THIS AGREEMENT, THE OTHER
REPURCHASE DOCUMENTS, THE WACHOVIA FACILITIES AND ANY OTHER DOCUMENTS PREPARED
IN CONNECTION HEREWITH OR THEREWITH; AND
(G)
OTHER DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED ALL SUCH OTHER AND
FURTHER DOCUMENTS, DOCUMENTATION AND LEGAL OPINIONS AS THE AGENT IN