SUCH CONFIRMATION SHALL
DESCRIBE THE PURCHASED ASSETS, SHALL IDENTIFY BUYER AND SELLER, AND SHALL SET
FORTH:
(A)
THE PURCHASE DATE;
(B)
THE PURCHASE PRICE FOR THE PURCHASED ASSET INCLUDED IN THE
TRANSACTION;
(C)
THE REPURCHASE DATE;
(D)
ANY ADDITIONAL TERMS OR CONDITIONS NOT INCONSISTENT WITH THIS
AGREEMENT;
(E)
FOR A PURCHASED ASSET THAT IS AN ACCOMMODATION LOAN, WHETHER OR
NOT IT SHALL BE TREATED, FOR PURPOSES OF THIS AGREEMENT, AS EITHER A LIKE-KIND
EXCHANGE ACCOMMODATION LOAN OR A CONDUIT ACCOMMODATION LOAN, WITH THE
UNDERSTANDING THAT, SHOULD BUYER FAIL TO DESIGNATE A PARTICULAR LOAN, SUCH
FAILURE SHALL BE DEEMED TO BE BUYER'S DESIGNATION OF EACH SUCH LOAN AS A
LIKE-KIND EXCHANGE ACCOMMODATION LOAN, AND WITH THE FURTHER UNDERSTANDING THAT,
NOTWITHSTANDING THE DESIGNATION OF AN ACCOMMODATION LOAN AS A CONDUIT
ACCOMMODATION LOAN, EACH SUCH DESIGNATION CAN BE AUTOMATICALLY CHANGED TO A
LIKE-KIND EXCHANGE DESIGNATION LOAN, AS SET FORTH IN THE DEFINITION OF A CONDUIT
ACCOMMODATION LOAN HEREIN; AND
25
(F)
THE REQUESTED ADVANCE RATE, SUCH ADVANCE RATE BEING LESS THAN OR
EQUAL TO THE ADVANCE RATE SET FORTH ON SCHEDULE I HERETO.
(III)
BUYER SHALL HAVE (A) DETERMINED, IN ITS SOLE AND ABSOLUTE
DISCRETION, THAT THE ASSET PROPOSED TO BE SOLD TO BUYER BY SELLER IN SUCH
TRANSACTION IS AN ELIGIBLE ASSET AND (B) OBTAINED INTERNAL CREDIT APPROVAL, TO
BE GRANTED OR DENIED IN BUYER'S SOLE AND ABSOLUTE DISCRETION, FOR THE INCLUSION
OF SUCH ELIGIBLE ASSET AS A PURCHASED ASSET IN A TRANSACTION, WITHOUT REGARD FOR
ANY PRIOR CREDIT DECISIONS BY BUYER OR ANY AFFILIATE OF BUYER, AND WITH THE
UNDERSTANDING THAT BUYER SHALL HAVE THE ABSOLUTE RIGHT TO CHANGE ANY OR ALL OF
ITS INTERNAL UNDERWRITING CRITERIA AT ANY TIME, WITHOUT NOTICE OF ANY KIND TO
SELLER;
(IV)
BUYER SHALL HAVE DETERMINED THE PRICING RATE APPLICABLE TO THE
TRANSACTION (INCLUDING THE APPLICABLE SPREAD) IN ACCORDANCE WITH SCHEDULE I
HERETO;
(V)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND NO EVENT
SHALL HAVE OCCURRED WHICH HAS, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT;
(VI)
SELLER SHALL HAVE DELIVERED TO BUYER A LIST OF ALL EXCEPTIONS TO
THE REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASED ASSET AND ANY OTHER
ELIGIBILITY CRITERIA FOR SUCH PURCHASED ASSET (THE "REQUESTED EXCEPTIONS
REPORT");
(VII)
BUYER SHALL HAVE WAIVED ALL EXCEPTIONS IN THE REQUESTED EXCEPTIONS
REPORT;
(VIII)
AS OF THE PURCHASE DATE FOR SUCH PROPOSED TRANSACTION, NO ACT OF
INSOLVENCY SHALL HAVE OCCURRED WITH RESPECT TO EITHER GUARANTOR;
(IX)
BUYER SHALL HAVE RECEIVED A CERTIFICATE, IN FORM AND SUBSTANCE
IDENTICAL TO THE FORM ATTACHED HERETO AS EXHIBIT XIX TO THIS AGREEMENT (THE
"COVENANT COMPLIANCE CERTIFICATE"), FROM A RESPONSIBLE OFFICER OF SELLER,
DELIVERED NO LATER THAN ONE BUSINESS DAY PRIOR TO THE DATE OF SUCH TRANSACTION,
(I) SHOWING IN DETAIL THE CALCULATIONS DEMONSTRATING THAT, AFTER GIVING EFFECT
TO THE REQUESTED TRANSACTION, NO MARGIN DEFICIT SHALL THEN EXIST; (II) STATING
THAT, AS OF THE DATE OF SUCH CERTIFICATE AND SINCE THE DATE