FOR SUCH PERIOD
ON THE RESET DATE. FOR PURPOSES OF THIS SECTION 2(B), THE "TRANSACTION
CONDITIONS PRECEDENT" SHALL BE DEEMED TO HAVE BEEN SATISFIED WITH RESPECT TO ANY
PROPOSED TRANSACTION IF:
(1)
NO DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT SHALL HAVE
OCCURRED AND BE CONTINUING AS OF THE PURCHASE DATE FOR SUCH PROPOSED
TRANSACTION;
(2)
SELLER SHALL HAVE CERTIFIED TO BUYER IN WRITING THE ACQUISITION
COST OF SUCH PURCHASED LOANS (INCLUDING THEREIN REASONABLE SUPPORTING
DOCUMENTATION REQUIRED BY BUYER, IF ANY);
(3)
THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN ANY OF THE
TRANSACTION DOCUMENTS SHALL BE TRUE AND CORRECT IN RESPECT OF THE ELIGIBLE LOAN
IN QUESTION IN ALL MATERIAL RESPECTS AS OF THE PURCHASE DATE FOR SUCH
TRANSACTION;
(4)
BUYER SHALL HAVE RECEIVED THE DILIGENCE MATERIALS AND COMPLETED TO
BUYER'S SATISFACTION ITS DUE DILIGENCE REVIEW AND FINANCIAL MODELING WITH
RESPECT TO THE ASSETS PROPOSED TO BE SOLD TO BUYER BY SELLER;
(5)
BUYER OR THE CUSTODIAN ON BEHALF OF BUYER SHALL HAVE RECEIVED THE
APPLICABLE TRANSACTION DOCUMENTS AND OTHER DOCUMENTS AND OPINIONS SPECIFIED IN
SECTION 6 OF THIS AGREEMENT. THE CUSTODIAN SHALL HAVE DELIVERED A TRUST RECEIPT
SATISFACTORY TO BUYER NO LATER THAN 3 P.M. ON THE PURCHASE DATE;
(6)
BUYER SHALL HAVE DETERMINED, IN ACCORDANCE WITH THE APPLICABLE
PROVISIONS OF SECTION 2(A) OF THIS AGREEMENT, THAT THE ASSETS PROPOSED TO BE
SOLD TO BUYER BY SELLER IN SUCH TRANSACTION ARE ELIGIBLE LOANS;
(7)
NONE OF THE FOLLOWING SHALL HAVE OCCURRED AND BE CONTINUING:
(I)
AN EVENT OR EVENTS SHALL HAVE OCCURRED RESULTING IN THE EFFECTIVE
ABSENCE OF A "SECURITIES MARKET" FOR SECURITIES BACKED BY MORTGAGE LOANS; OR
15
(II)
THERE SHALL HAVE OCCURRED A MATERIAL ADVERSE CHANGE IN THE "REPO
MARKET" OR COMPARABLE "LENDING MARKET".
If any of the events in this subparagraph (7) shall occur, Buyer agrees to
reimburse Seller for the Purchase Fee on a pro rata basis;
(8)
THE PURCHASE BY BUYER FROM SELLER OF THE PURCHASED LOANS WHICH ARE
NOT CDO ASSETS
SHALL BE COMPLETED PRIOR TO THE COMMITMENT EXPIRATION DATE AND
THE AGGREGATE OF THE PURCHASE PRICES FOR ALL TRANSACTIONS SHALL NOT EXCEED THE
MAXIMUM AGGREGATE PURCHASE PRICE; AND
(9)
ON OR PRIOR TO THE PURCHASE DATE FOR THE INITIAL TRANSACTION
HEREUNDER AND FROM TIME TO TIME THEREAFTER AS BUYER SHALL REASONABLY REQUEST,
SELLER SHALL HAVE DELIVERED TO BUYER AN OPINION OF SELLER'S COUNSEL, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO BUYER, ADDRESSING THE MATTERS SET FORTH AT
EXHIBIT XII.
Notwithstanding anything to the contrary contained in this Agreement, in no
event shall any Transaction hereunder be consummated until such time as Buyer
has received all of the following, each in form and substance reasonably
satisfactory to Buyer:
(i) the fully executed Custodial Agreement and related
trust receipt; (ii) a Depository Agreement with respect to the Collection
Account executed by the Depository; (iii) such legal opinions as Buyer may
reasonably require; (iv) a Direction Letter, (v) Seller's organizational
documents, to the extent not delivered as of the date hereof, and