AGREEMENTS (E.G., WHILE A PROMISSORY NOTE (OR ANALOGOUS DOCUMENT DIRECTLY
EVIDENCING THE OBLIGATION) MUST BE DELIVERED AS A CONDITION OF CLOSING, AN
ANCILLARY DOCUMENT OR ESTOPPELS MAY BE DELIVERED WITHIN A REASONABLE TIME FRAME
THEREAFTER);
24
(H)
WITH RESPECT TO ANY ELIGIBLE ASSET TO BE PURCHASED HEREUNDER ON THE
RELATED PURCHASE DATE WHICH IS NOT SERVICED BY SELLER OR AN AFFILIATE THEREOF,
SELLER SHALL HAVE PROVIDED TO BUYER A COPY OF THE RELATED SERVICING AGREEMENT,
CERTIFIED AS A TRUE, CORRECT AND COMPLETE COPY OF THE ORIGINAL, TOGETHER WITH A
SERVICER NOTICE, FULLY EXECUTED BY SELLER AND SERVICER;
(I)
SELLER SHALL HAVE PAID TO BUYER ALL LEGAL FEES AND EXPENSES AND
THE REASONABLE COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE
ENTERING INTO OF ANY TRANSACTION HEREUNDER, INCLUDING, WITHOUT LIMITATION, COSTS
ASSOCIATED WITH DUE DILIGENCE, RECORDING OR OTHER ADMINISTRATIVE EXPENSES
NECESSARY OR INCIDENTAL TO THE EXECUTION OF ANY TRANSACTION HEREUNDER, WHICH
AMOUNTS, AT BUYER'S OPTION, MAY BE WITHHELD FROM THE SALE PROCEEDS OF ANY
TRANSACTION HEREUNDER;
(J)
BUYER SHALL HAVE DETERMINED, IN ITS SOLE AND ABSOLUTE DISCRETION,
THAT NO MARGIN DEFICIT SHALL EXIST, EITHER IMMEDIATELY PRIOR TO OR AFTER GIVING
EFFECT TO THE REQUESTED TRANSACTION;
(K)
BUYER SHALL HAVE RECEIVED FROM CUSTODIAN ON EACH PURCHASE DATE AN
ASSET SCHEDULE AND EXCEPTION REPORT (AS DEFINED IN THE CUSTODIAL AGREEMENT) WITH
RESPECT TO EACH PURCHASED ASSET, DATED THE PURCHASE DATE, DULY COMPLETED AND
WITH EXCEPTIONS ACCEPTABLE TO BUYER IN ITS SOLE DISCRETION IN RESPECT OF
ELIGIBLE ASSETS TO BE PURCHASED HEREUNDER ON SUCH BUSINESS DAY;
(L)
BUYER SHALL HAVE RECEIVED FROM SELLER A RELEASE LETTER COVERING
EACH ELIGIBLE ASSET TO BE SOLD TO BUYER;
(M)
BUYER SHALL NOT HAVE REASONABLY 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;
(N)
THE REPURCHASE DATE FOR SUCH TRANSACTION IS NOT LATER THAN THE
MATURITY DATE;
(O)
SELLER SHALL HAVE TAKEN SUCH OTHER ACTION AS BUYER SHALL HAVE
REASONABLY REQUESTED IN ORDER TO TRANSFER THE PURCHASED ASSETS PURSUANT TO THIS
AGREEMENT AND TO PERFECT ALL SECURITY INTERESTS GRANTED UNDER THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT IN FAVOR OF BUYER WITH RESPECT TO THE PURCHASED
ASSETS;
(P)
WITH RESPECT TO ANY ELIGIBLE ASSET TO BE PURCHASED HEREUNDER, IF
SUCH ELIGIBLE ASSET WAS ACQUIRED BY SELLER, SELLER SHALL HAVE DISCLOSED TO BUYER
THE ACQUISITION COST OF SUCH ELIGIBLE ASSET (INCLUDING THEREIN REASONABLE
SUPPORTING DOCUMENTATION REQUIRED BY BUYER, IF ANY);
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(Q)
BUYER SHALL HAVE RECEIVED ALL SUCH OTHER AND FURTHER DOCUMENTS,
DOCUMENTATION AND LEGAL OPINIONS (INCLUDING, WITHOUT LIMITATION, OPINIONS
REGARDING THE PERFECTION OF BUYER'S SECURITY INTERESTS) AS BUYER IN ITS
REASONABLE DISCRETION SHALL REASONABLY REQUIRE;
(R)
BUYER SHALL HAVE RECEIVED A COPY OF ANY DOCUMENTS RELATING TO ANY
HEDGING TRANSACTION, AND SELLER SHALL HAVE PLEDGED AND ASSIGNED TO BUYER,
PURSUANT TO ARTICLE 6 HEREUNDER,