FORM OF
EXHIBIT II.
(III)
SELLER ORGANIZATIONAL DOCUMENTS.
A
CERTIFICATE OF CORPORATE EXISTENCE OF EACH SELLER DELIVERED TO BUYER PRIOR TO
THE EFFECTIVE DATE (OR IF UNAVAILABLE, AS SOON AS AVAILABLE THEREAFTER) AND
CERTIFIED COPIES OF THE CHARTER AND BY-LAWS (OR EQUIVALENT DOCUMENTS) OF SUCH
SELLER AND OF ALL CORPORATE OR OTHER AUTHORITY FOR SUCH SELLER WITH RESPECT TO
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE REPURCHASE DOCUMENTS AND EACH
OTHER DOCUMENT TO BE DELIVERED BY SUCH SELLER FROM TIME TO TIME IN CONNECTION
HEREWITH.
(IV)
SECURITY INTEREST.
EVIDENCE THAT ALL OTHER
ACTIONS NECESSARY OR, IN THE OPINION OF BUYER, DESIRABLE TO PERFECT AND PROTECT
BUYER'S INTEREST IN THE PURCHASED MORTGAGE LOANS AND OTHER REPURCHASE ASSETS
HAVE BEEN TAKEN, INCLUDING, WITHOUT LIMITATION, UCC SEARCHES AND DULY AUTHORIZED
AND FILED UNIFORM COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-1.
(V)
UNDERWRITING GUIDELINES.
A TRUE AND CORRECT
COPY OF THE UNDERWRITING GUIDELINES CERTIFIED BY AN OFFICER OF MORTGAGEIT.
(VI)
INSURANCE.
EVIDENCE THAT SELLERS HAVE ADDED
BUYER AS AN ADDITIONAL INSURED UNDER THEIR FIDELITY INSURANCE.
(VII)
OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS AS BUYER
MAY REASONABLY REQUEST, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BUYER.
(B)
CONDITIONS PRECEDENT TO ALL TRANSACTIONS.
UPON SATISFACTION OF THE CONDITIONS SET FORTH IN THIS SECTION 3(B), THE BUYER
SHALL ENTER INTO A TRANSACTION WITH A SELLER.
THIS REPURCHASE AGREEMENT IS A
COMMITMENT BY BUYER TO ENGAGE IN THE TRANSACTIONS AS SET FORTH HEREIN UP TO THE
MAXIMUM COMMITTED PURCHASE PRICE; PROVIDED, THAT THE BUYER SHALL HAVE NO
COMMITMENT TO ENTER INTO ANY TRANSACTION REQUESTED WHICH WOULD RESULT IN THE
AGGREGATE PURCHASE PRICE OF THEN OUTSTANDING TRANSACTIONS TO EXCEED THE MAXIMUM
COMMITTED PURCHASE PRICE.
BUYER'S OBLIGATION TO ENTER INTO EACH TRANSACTION,
PROVIDED THAT THE PURCHASE PRICE OF THE REQUESTED TRANSACTION COMBINED WITH THE
AGGREGATE AMOUNT OF THE RESPECTIVE PURCHASE PRICES FOR ALL THEN OUTSTANDING
TRANSACTIONS DOES NOT EXCEED THE MAXIMUM COMMITTED PURCHASE PRICE (INCLUDING THE
INITIAL TRANSACTION) IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING FURTHER
CONDITIONS
23
precedent, both immediately prior to entering into such Transaction and also
after giving effect thereto to the intended use thereof:
(I)
BUYER SHALL HAVE EXECUTED AND DELIVERED
A CONFIRMATION IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 3(C);
(II)
NO TERMINATION EVENT, DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE REPURCHASE DOCUMENTS;
(III)
BOTH IMMEDIATELY PRIOR TO THE TRANSACTION
AND ALSO AFTER GIVING EFFECT THERETO AND TO THE INTENDED USE THEREOF, THE
REPRESENTATIONS AND WARRANTIES MADE BY THE EACH SELLER IN SECTION 11 HEREOF,
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);
(IV)
AFTER GIVING EFFECT TO THE REQUESTED
TRANSACTION, THE AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL PURCHASED MORTGAGE
LOANS SUBJECT TO THEN OUTSTANDING TRANSACTIONS UNDER THIS