PURCHASE OF 26 OR MORE MORTGAGE LOANS ON A SINGLE PURCHASE
DATE, AT LEAST 24 HOURS PRIOR TO THE PURCHASE DATE;
(B)
WITH RESPECT TO EACH WET-INK MORTGAGE LOAN, THE WET-INK MORTGAGE FILE HAS
BEEN DELIVERED TO BUYER OR CUSTODIAN, AS THE CASE MAY BE, BY 4:30 P.M. (EASTERN
TIME) ON THE PURCHASE DATE.
(3) TRANSACTION DOCUMENTS.
BUYER 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 BUYER AND (IF
APPLICABLE) DULY EXECUTED:
(A)
A TRANSACTION REQUEST DELIVERED PURSUANT TO SECTION 3(B) HEREOF.
(B)
THE REQUEST FOR CERTIFICATION AND THE RELATED MORTGAGE LOAN SCHEDULE AND
EXCEPTION REPORT, AND THE TRUST RECEIPT, EACH AS DEFINED IN THE CUSTODIAL
AGREEMENT.
(C)
SUCH CERTIFICATES, OPINIONS OF COUNSEL OR OTHER DOCUMENTS AS BUYER MAY
REASONABLY REQUEST.
(4) NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING;
(5) REQUIREMENTS OF LAW.
BUYER 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 BUYER HAS MADE IT
UNLAWFUL, AND NO GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED THAT IT IS UNLAWFUL,
FOR BUYER TO ENTER INTO TRANSACTIONS WITH A PRICING RATE BASED ON LIBOR.
29
(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 THE SELLERS 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 THE 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 CHANGE.
NONE OF THE FOLLOWING SHALL HAVE OCCURRED AND/OR
BE CONTINUING:
(A)
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH'S CORPORATE BOND RATING AS
CALCULATED BY S&P OR MOODY'S HAS BEEN LOWERED OR DOWNGRADED TO A RATING BELOW
INVESTMENT GRADE BY S&P OR MOODY'S;
(B)
AN EVENT OR EVENTS SHALL HAVE OCCURRED IN THE GOOD FAITH DETERMINATION OF
BUYER RESULTING IN THE EFFECTIVE ABSENCE OF A "REPO MARKET" OR COMPARABLE
"LENDING MARKET" FOR FINANCING DEBT OBLIGATIONS SECURED BY MORTGAGE LOANS OR
SECURITIES OR AN EVENT OR EVENTS SHALL HAVE OCCURRED RESULTING IN BUYER NOT
BEING ABLE TO FINANCE PURCHASED ASSETS THROUGH THE "REPO MARKET" OR "LENDING
MARKET" WITH TRADITIONAL COUNTERPARTIES AT RATES WHICH WOULD HAVE BEEN
REASONABLE PRIOR TO THE OCCURRENCE OF SUCH EVENT OR EVENTS; OR
(C)
AN EVENT OR EVENTS SHALL HAVE OCCURRED RESULTING IN THE