(New York City time) shall be
deemed received on the next succeeding Business Day; provided, that
Administrative Agent shall credit to the Sellers interest, if any, earned on
such funds overnight.
10.
CONDITIONS PRECEDENT
A.
INITIAL TRANSACTION.
AS CONDITIONS PRECEDENT TO THE INITIAL
TRANSACTION, ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF
SUCH INITIAL TRANSACTION THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO
ADMINISTRATIVE AGENT AND DULY EXECUTED BY SELLERS AND EACH OTHER PARTY THERETO:
(1)
PROGRAM AGREEMENTS.
THE PROGRAM AGREEMENTS (INCLUDING WITHOUT
LIMITATION A CUSTODIAL AGREEMENT IN A FORM ACCEPTABLE TO ADMINISTRATIVE AGENT)
DULY EXECUTED AND DELIVERED BY THE PARTIES THERETO AND BEING IN FULL FORCE AND
EFFECT, FREE OF ANY MODIFICATION, BREACH OR WAIVER.
(2)
SECURITY INTEREST.
EVIDENCE THAT ALL OTHER ACTIONS NECESSARY OR,
IN THE OPINION OF ADMINISTRATIVE AGENT, DESIRABLE TO PERFECT AND PROTECT BUYERS'
INTEREST IN THE PURCHASED MORTGAGE LOANS AND OTHER REPURCHASE ASSETS HAVE BEEN
TAKEN, INCLUDING, WITHOUT LIMITATION, DULY AUTHORIZED AND FILED UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-1.
(3)
ORGANIZATIONAL DOCUMENTS.
A CERTIFIED COPY OF EACH SELLER'S
CHARTER, BYLAWS AND CORPORATE RESOLUTIONS APPROVING THE PROGRAM AGREEMENTS AND
TRANSACTIONS THEREUNDER (EITHER SPECIFICALLY OR BY GENERAL RESOLUTION) AND ALL
DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE ACTION OR GOVERNMENTAL APPROVALS
AS MAY BE REQUIRED IN CONNECTION WITH THE PROGRAM AGREEMENTS.
(4)
GOOD STANDING CERTIFICATE.
A CERTIFIED COPY OF A GOOD STANDING
CERTIFICATE FROM THE JURISDICTION OF ORGANIZATION OF EACH SELLER, DATED AS OF NO
EARLIER THAN THE DATE 10 BUSINESS DAYS PRIOR TO THE PURCHASE DATE WITH RESPECT
TO THE INITIAL TRANSACTION HEREUNDER.
24
(5)
INCUMBENCY CERTIFICATE.
AN INCUMBENCY CERTIFICATE OF THE
CORPORATE SECRETARY OF EACH SELLER, CERTIFYING THE NAMES, TRUE SIGNATURES AND
TITLES OF THE REPRESENTATIVES DULY AUTHORIZED TO REQUEST TRANSACTIONS HEREUNDER
AND TO EXECUTE THE PROGRAM AGREEMENTS.
(6)
OPINION OF COUNSEL.
IN-HOUSE AND OUTSIDE COUNSEL OPINIONS OF EACH
SELLER'S COUNSEL, IN FORM AND SUBSTANCE SUBSTANTIALLY AS SET FORTH IN EXHIBIT F
ATTACHED HERETO.
(7)
UNDERWRITING GUIDELINES.
A TRUE AND CORRECT COPY OF THE
UNDERWRITING GUIDELINES CERTIFIED BY AN OFFICER OF SELLERS.
(8)
FEES.
PAYMENT OF ANY FEES DUE TO ADMINISTRATIVE AGENT HEREUNDER.
(9)
INSURANCE.
EVIDENCE THAT SELLERS HAVE ADDED BUYERS AS ADDITIONAL
LOSS PAYEES UNDER THE SELLERS' FIDELITY INSURANCE.
B.
ALL TRANSACTIONS.
THE OBLIGATION OF BUYERS TO ENTER INTO EACH
TRANSACTION PURSUANT TO THIS AGREEMENT IS SUBJECT TO THE FOLLOWING CONDITIONS
PRECEDENT:
(1)
DUE DILIGENCE REVIEW.
WITHOUT LIMITING THE GENERALITY OF
SECTION 36 HEREOF, ADMINISTRATIVE AGENT SHALL HAVE COMPLETED, TO ITS
SATISFACTION, ITS DUE DILIGENCE REVIEW OF THE RELATED MORTGAGE LOANS AND SELLERS
AND THE SERVICER.
(2)
REQUIRED DOCUMENTS.
(A)
WITH RESPECT TO EACH PURCHASED MORTGAGE LOAN WHICH IS NOT A
WET-INK MORTGAGE LOAN, THE MORTGAGE FILE HAS BEEN DELIVERED TO THE CUSTODIAN ON
OR PRIOR TO 3:00 P.M. (NEW YORK CITY TIME) TWO (2) BUSINESS DAYS PRIOR TO THE
PURCHASE DATE;
(B)
WITH RESPECT TO EACH WET-INK MORTGAGE LOAN, THE WET-INK DOCUMENTS
HAVE BEEN DELIVERED TO ADMINISTRATIVE AGENT OR CUSTODIAN, AS THE CASE MAY BE, BY
3:00 P.M. (NEW