A COPY OF THE UNDERWRITING GUIDELINES
CERTIFIED BY AN OFFICER OF THE SELLER;
(VII)
EVIDENCE OF ESTABLISHMENT OF THE COLLECTION
ACCOUNT; AND
(VIII)
ANY OTHER DOCUMENTS REASONABLY REQUESTED BY BUYER.
B)
THE OBLIGATION OF BUYER TO ENTER INTO EACH
TRANSACTION (INCLUDING THE INITIAL TRANSACTION) PURSUANT TO THIS AGREEMENT IS
SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(I)
BUYER OR ITS DESIGNEE SHALL HAVE
RECEIVED ON OR BEFORE THE DAY OF A TRANSACTION WITH RESPECT TO SUCH PURCHASED
ASSETS THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND (IF
APPLICABLE) DULY EXECUTED:
(A)
TRANSACTION NOTICE AND LOAN SCHEDULE DELIVERED
PURSUANT TO SECTION 4(A);
(B)
THE TRUST RECEIPT WITH RESPECT TO SUCH
PURCHASED ASSETS, WITH THE LOAN SCHEDULE ATTACHED; AND
(C)
SUCH CERTIFICATES, CUSTOMARY OPINIONS OF
COUNSEL OR OTHER DOCUMENTS AS BUYER MAY REASONABLY REQUEST, PROVIDED THAT SUCH
OPINIONS OF COUNSEL SHALL NOT BE REQUIRED ROUTINELY IN CONNECTION WITH EACH
TRANSACTION BUT SHALL ONLY BE REQUIRED FROM TIME TO TIME AS DEEMED NECESSARY BY
BUYER IN GOOD FAITH.
(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(III)
BUYER SHALL NOT HAVE 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 WITH A PRICING RATE BASED ON LIBO RATE.
22
(IV)
ALL REPRESENTATIONS AND WARRANTIES IN THE
PROGRAM DOCUMENTS SHALL BE TRUE AND CORRECT ON THE DATE OF SUCH TRANSACTION AND
SELLER IS IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE PROGRAM DOCUMENTS.
(V)
THE THEN AGGREGATE OUTSTANDING PURCHASE
PRICE FOR ALL PURCHASED ASSETS, WHEN ADDED TO THE PURCHASE PRICE FOR THE
REQUESTED TRANSACTION, SHALL NOT EXCEED THE MAXIMUM AGGREGATE PURCHASE PRICE
WITH RESPECT TO ALL PURCHASED ASSETS.
(VI)
BUYER SHALL HAVE DETERMINED THAT ALL ACTIONS
NECESSARY OR, IN THE OPINION OF BUYER, DESIRABLE TO MAINTAIN THE BUYER'S
PERFECTED INTEREST IN THE PURCHASED ASSETS AND OTHER COLLATERAL HAVE BEEN TAKEN,
INCLUDING, WITHOUT LIMITATION, DULY EXECUTED AND FILED UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS ON FORM UCC-1.
(VII)
SELLER SHALL HAVE PAID TO BUYER ALL FEES AND
EXPENSES OWED TO BUYER IN ACCORDANCE WITH THIS AGREEMENT.
(VIII)
BUYER OR ITS DESIGNEE SHALL HAVE RECEIVED ANY
OTHER DOCUMENTS REASONABLY REQUESTED BY BUYER.
(IX)
THERE IS NO MARGIN DEFICIT AT THE TIME
IMMEDIATELY PRIOR TO OR IMMEDIATELY FOLLOWING SUCH TRANSACTION.
(X)
NO EVENT OR EVENTS SHALL HAVE BEEN
REASONABLY DETERMINED BY BUYER TO HAVE OCCURRED RESULTING IN THE EFFECTIVE
ABSENCE OF A "REPO MARKET" RESPECTING LOANS OR MORTGAGE-BACKED OR ASSET-BACKED
SECURITIES SUCH THAT BUYER IS OR WAS UNABLE TO FINANCE OR FUND PURCHASES UNDER
THIS AGREEMENT THROUGH THE "REPO MARKET" OR BUYER'S CUSTOMERS.
(XI)
EACH SECURED PARTY (INCLUDING ANY PARTY THAT
HAS A PRECAUTIONARY SECURITY INTEREST IN A LOAN OR LLC INTERESTS) HAS RELEASED
ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER SUCH LOAN OR LLC INTERESTS
(INCLUDING,