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);
(XII)
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;
(XIII)
BUYER SHALL HAVE INVOICED SELLER FOR, AND SELLER SHALL HAVE
APPROVED AND PAID TO BUYER ALL PRE-PURCHASE LEGAL FEES AND ANY OTHER 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;
(XIV)
NO MARGIN DEFICIT SHALL EXIST, EITHER IMMEDIATELY PRIOR TO OR AFTER
GIVING EFFECT TO THE REQUESTED TRANSACTION;
(XV)
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
27
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;
(XVI)
BUYER SHALL HAVE RECEIVED FROM SELLER A RELEASE LETTER COVERING
EACH ELIGIBLE ASSET TO BE SOLD TO BUYER;
(XVII)
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;
(XVIII)
THE REPURCHASE DATE FOR SUCH TRANSACTION IS NOT LATER THAN THE
FINAL MATURITY DATE;
(XIX)
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;
(XX)
WITH RESPECT TO ANY ELIGIBLE ASSET TO BE PURCHASED HEREUNDER, IF
SUCH ELIGIBLE ASSET WAS ACQUIRED BY SELLER, SELLER SHALL HAVE CERTIFIED TO BUYER
IN WRITING THE ACQUISITION COST OF SUCH ELIGIBLE ASSET (INCLUDING THEREIN
REASONABLE SUPPORTING DOCUMENTATION REQUIRED BY BUYER, IF ANY);
(XXI)
BUYER SHALL HAVE RECEIVED ALL SUCH OTHER AND FURTHER DOCUMENTS,
DOCUMENTATION AND LEGAL OPINIONS AS BUYER IN ITS REASONABLE DISCRETION SHALL
REASONABLY REQUIRE, INCLUDING, WITHOUT LIMITATION, OPINIONS REGARDING THE
PERFECTION OF BUYER'S SECURITY INTERESTS, EACH FROM INDEPENDENT COUNSEL TO
SELLER THAT IS ACCEPTABLE TO BUYER AND ITS COUNSEL;
(XXII)
BUYER SHALL HAVE RECEIVED A COPY OF ANY DOCUMENTS RELATING TO ANY
HEDGING TRANSACTION, AND SELLER SHALL HAVE PLEDGED AND ASSIGNED TO BUYER,
PURSUANT