SOLE DISCRETION, REQUIRE THE SELLERS TO PROVIDE EVIDENCE SUFFICIENT TO
SATISFY THE BUYER THAT SUCH LOAN WAS ACQUIRED IN A LEGAL SALE, INCLUDING WITHOUT
LIMITATION, AN OPINION, IN FORM AND SUBSTANCE AND FROM AN ATTORNEY, IN BOTH
CASES, ACCEPTABLE TO THE BUYER IN ITS SOLE DISCRETION, THAT SUCH LOAN WAS
ACQUIRED IN A LEGAL SALE.
(VIII)
NONE OF THE FOLLOWING SHALL HAVE OCCURRED AND/OR BE CONTINUING:
(I)
AN EVENT OR EVENTS RESULTING IN THE INABILITY OF THE BUYER TO
FINANCE ITS PURCHASES OF ASSETS WITH TRADITIONAL COUNTERPARTIES AT RATES WHICH
WOULD HAVE BEEN REASONABLE PRIOR TO THE OCCURRENCE OF SUCH EVENT OR EVENTS OR A
MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF THE BUYER WHICH AFFECTS
(OR CAN REASONABLY BE EXPECTED TO AFFECT) MATERIALLY AND ADVERSELY THE ABILITY
OF THE BUYER TO FUND ITS OBLIGATIONS UNDER OR OTHERWISE COMPLY WITH THE TERMS OF
THIS AGREEMENT; OR
(II)
ANY OTHER EVENT BEYOND THE CONTROL OF THE BUYER WHICH THE BUYER
REASONABLY DETERMINES MAY RESULT IN THE BUYER'S INABILITY TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ACTS OF GOD,
STRIKES, LOCKOUTS, RIOTS, ACTS OF WAR OR TERRORISM, EPIDEMICS, NATIONALIZATION,
EXPROPRIATION, CURRENCY RESTRICTIONS, FIRE, COMMUNICATION LINE FAILURES,
COMPUTER VIRUSES, POWER FAILURES, EARTHQUAKES, OR OTHER DISASTERS OF A SIMILAR
NATURE TO THE FOREGOING.
(IX)
IF ANY LOANS TO BE PURCHASED HEREUNDER WERE ACQUIRED BY THE SELLERS,
SUCH LOANS SHALL CONFORM TO THE UNDERWRITING GUIDELINES OR THE BUYER SHALL HAVE
RECEIVED UNDERWRITING GUIDELINES FOR SUCH LOANS ACCEPTABLE TO THE BUYER IN ITS
DISCRETION.
(X)
THE BUYER SHALL HAVE RECEIVED ALL INFORMATION REQUESTED FROM THE
SELLERS RELATING TO INTEREST RATE PROTECTION AGREEMENTS PURSUANT TO SECTION
13(AA), AND THE BUYER SHALL HAVE DETERMINED THAT SUCH INTEREST RATE PROTECTION
AGREEMENTS ADEQUATELY PROTECT THE SELLERS FROM INTEREST RATE FLUCTUATIONS.
31
(XI)
IF REQUESTED BY THE BUYER, THE BUYER SHALL HAVE RECEIVED, NO LATER THAN
10:00 A.M. THREE (3) DAYS PRIOR TO THE REQUESTED PURCHASE DATE, AN INSTRUCTION
LETTER, EXECUTED BY THE SELLERS, WITH THE RELATED SERVICING AGREEMENT ATTACHED
THERETO, WHICH SUCH SERVICING AGREEMENT SHALL BE IN FORM AND SUBSTANCE
ACCEPTABLE TO BUYER.
(XII)
IN NO EVENT SHALL BUYER BE REQUIRED TO ENTER INTO (A) MORE THAN THREE
(3) TRANSACTIONS IN ANY ONE BUSINESS DAY, NOR (B) ANY TRANSACTION WHOSE PURCHASE
PRICE WOULD BE LESS THAN $1,000,000.
(XIII)
BUYER SHALL HAVE DETERMINED THAT ALL ACTIONS NECESSARY OR, IN THE
OPINION OF BUYER, DESIRABLE TO MAINTAIN THE BUYER'S PERFECTED INTEREST IN THE
PURCHASED LOANS AND OTHER PURCHASED ITEMS HAVE BEEN TAKEN, INCLUDING, WITHOUT
LIMITATION, DULY EXECUTED AND FILED UNIFORM COMMERCIAL CODE FINANCING STATEMENTS
ON FORM UCC-1.
(XIV)
SELLERS SHALL HAVE PAID TO BUYER ALL FEES AND EXPENSES OWED TO BUYER IN
ACCORDANCE WITH THIS AGREEMENT AND ANY OTHER PROGRAM DOCUMENT.
(XV)
BUYER OR ITS DESIGNEE SHALL HAVE RECEIVED ANY OTHER DOCUMENTS REASONABLY
REQUESTED BY BUYER.
(XVI)
THERE IS NO MARGIN DEFICIT AT THE TIME IMMEDIATELY PRIOR TO ENTERING
INTO A NEW TRANSACTION.
(XVII)
UNTIL SUCH TIME AS LIEN SEARCHES WITH RESPECT TO EACH SELLER ARE
DELIVERED