Common use of CONDITIONS PRECEDENT TO TRANSACTIONS Clause in Contracts

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions to the Company's Obligations. The obligations of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by the Company with regard to either the Stock Purchases or the Merger): (a) The representations and warranties of Acquisition contained in this Agreement and the representations and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, be true and correct in all material respects on the date of the Stock Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) with the same effect as though made on that date, and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled prior to or on the applicable one of the Stock Purchase Closing Date or the Merger Date. (c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing any of the transactions which are the subject of this Agreement. (d) As to the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stock. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions (any or all of which may be waived by the Company with regard to either the Stock Purchases or the Merger):precedent, as applicable: (ai) The with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) with respect to Wet Loans, Custodian shall have received the Asset Schedule; (iii) with respect to Mortgage Loans other than Wet Loans, Custodian shall have received the Asset Schedule and the Asset Files for, and Buyer shall have received the Custodian’s Trust Receipt listing, and a Custodial Loan Transmission that includes, all Delivered Mortgage Loans subject to such Transaction; (iv) on or before the Pooling Date for any Pool, Seller shall have delivered to Custodian with respect to Purchased Mortgage Loans subject to an outstanding Transaction included in such Pool the Pooling Documents in accordance with the requirements therefor set forth in the Custodial Agreement; (v) no Default or Event of Default shall have occurred and be continuing; (vi) Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the proposed Transaction; (vii) no Margin Deficit shall exist either before or after giving effect to such Transaction; (viii) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred; (ix) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (x) Seller’s representations and warranties of Acquisition contained in this Agreement and each of the representations other Transaction Documents to which it is a party and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and Seller shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (xi) no Requirement of Law shall prohibit the consummation of any transaction contemplated hereby; (xii) no action, proceeding or investigation shall have been fulfilled prior instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or on prevent the applicable one consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the Stock Purchase Closing Date or transactions contemplated by the Merger Date.Transaction Documents; (cxiii) No order Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiv) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains not exceed the Company from completing any of Facility Amount; (xv) annually during the transactions which are the subject term of this Agreement., commencing in April 2017, a due diligence review and inspection of Seller, either by Buyer or by a third party selected by ▇▇▇▇▇, in form and substance satisfactory to Buyer, shall have been submitted to and approved by ▇▇▇▇▇; (dxvi) As Seller shall have deposited the amount required by Section 5 into the Cash Pledge Account; and (xvii) if the Transaction is proposed to be funded from the Merger (but not as Uncommitted Facility Amount, Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the Stock Purchase)proposed Transaction;. The acceptance by Seller, unless or by any Settlement Agent at the Merger can direction of Seller, of any Purchase Price proceeds shall be consummated under both deemed to constitute a representation and warranty by Seller that the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will foregoing conditions have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stocksatisfied. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions precedent, as applicable: (any or i) with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) for Wet Loans, Seller shall also have delivered such Asset Schedule to Custodian; (iii) for Mortgage Loans other than Wet Loans, Seller shall have delivered the Asset Schedule and the Assets File to Custodian, and Buyer shall have received a current Custodian’s Trust Receipt listing all of which may be waived by the Company with regard such Delivered Mortgage Loans subject to either the Stock Purchases or the Merger):such Transaction; (aiv) The no Change in Executive Management shall have occurred; (v) no Default or Event of Default shall have occurred and be continuing; (vi) if the Transaction is to be funded by Buyer from the Uncommitted Facility Amount (as defined in the Side Letter), Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the proposed transaction; (vii) no Margin Deficit shall exist either before or after giving effect to such Transaction; (viii) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred (and, if the Transaction would be under the Uncommitted Facility, the Uncommitted Facility Termination Date shall not have occurred); (ix) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (x) Seller’s and each Guarantor’s representations and warranties of Acquisition contained in this Agreement and each of the representations other Transaction Documents to which it is a party and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and Seller and each Guarantor shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (xi) no Requirement of Law shall prohibit the consummation of any transaction contemplated hereby, or shall impose limits on the amounts that Buyer may legally receive; (xii) no material action, proceeding or investigation shall have been fulfilled prior instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (xiii) Buyer shall have determined that the amounts on deposit in the applicable one Operating Account are sufficient to fund any shortfall between (x) the amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiv) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will not exceed the Facility Amount; (xv) within ninety (90) days of the Stock Purchase Closing Effective Date or and annually thereafter during the Merger Date. (c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing any of the transactions which are the subject term of this Agreement., a due diligence review and inspection of Seller, either by Buyer or by a third party selected by Buyer, in form and substance satisfactory to Buyer, shall have been submitted to and approved by Buyer; (dxvi) As Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xvii) Seller shall have deposited the amount required by Section 5 into the Cash Pledge Account. The acceptance by Seller, or by any Settlement Agent at the direction of Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will foregoing conditions have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stocksatisfied. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions (any or all of which may be waived by the Company with regard to either the Stock Purchases or the Merger):precedent, as applicable: (ai) The with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) with respect to Wet Loans, Custodian shall have received the Asset Schedule; (iii) with respect to Mortgage Loans other than Wet Loans, Custodian shall have received the Asset Schedule and the Asset Files for, and Buyer shall have received the Custodian’s Trust Receipt listing, and a Custodial Loan Transmission that includes, all Delivered Mortgage Loans subject to such Transaction; (iv) on or before the Pooling Date for any Pool, Seller shall have delivered to Custodian with respect to Purchased Mortgage Loans subject to an outstanding Transaction included in such Pool the Pooling Documents in accordance with the requirements therefor set forth in the Custodial Agreement; (v) no Default or Event of Default shall have occurred and be continuing; (vi) Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the proposed Transaction; (vii) no Margin Deficit shall exist either before or after giving effect to such Transaction; (viii) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred; (ix) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (x) Seller’s and each Guarantor’s representations and warranties of Acquisition contained in this Agreement and each of the representations other Transaction Documents to which it is a party and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and Seller and each Guarantor shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (xi) no Requirement of Law shall prohibit the consummation of any transaction contemplated hereby; (xii) no action, proceeding or investigation shall have been fulfilled prior instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or on prevent the applicable one consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the Stock Purchase Closing Date or transactions contemplated by the Merger Date.Transaction Documents; (cxiii) No order Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiv) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains not exceed the Company from completing any of Facility Amount; (xv) annually during the transactions which are the subject term of this Agreement., commencing in April 2017, a due diligence review and inspection of Seller, either by Buyer or by a third party selected by Buyer, in form and substance satisfactory to Buyer, shall have been submitted to and approved by Buyer; and (dxvi) As Seller shall have deposited the amount required by Section 5 into the Cash Pledge Account. The acceptance by Seller, or by any Settlement Agent at the direction of Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will foregoing conditions have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stocksatisfied. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions precedent, as applicable: (any or i) Buyer shall have received from Seller a Confirmation and the Mortgage Loan Schedules for all Mortgage Loans to be purchased in such Transaction; (ii) Custodian shall have received the Asset Schedule listing all Mortgage Loans to be purchased by Buyer in such Transaction and, for all such Mortgage Loans that are not Wet Loans, their Asset Files; (iii) Buyer shall have received a current Custodian’s Asset Schedule and Exception Report listing all of which may be waived by the Company with regard such Delivered Mortgage Loans subject to either the Stock Purchases or the Merger):such Transaction as well as all other Delivered Mortgage Loans then subject to Transactions; (aiv) The no Default or Event of Default shall have occurred and be continuing; (v) Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the proposed Transaction; (vi) no Margin Deficit shall exist either before or after giving effect to such Transaction; (vii) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred; (viii) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (ix) Seller’s and each Guarantor’s representations and warranties of Acquisition contained in this Agreement and the representations and warranties (other than Loan Level Representations, any breach of Supercanal contained in the Guaranty willwhich shall, except as contemplated by this Agreementotherwise provided in clause (A) of Section 12(a)(iii)), only have the effect of causing the related Mortgage Loan to not be an Eligible Mortgage Loan) and each of the other Transaction Documents to which it is a party and in any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and Seller and each Guarantor shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (x) no applicable Requirement of Law shall prohibit the consummation of any transaction contemplated hereby, or shall impose limits on the amounts that Buyer may legally receive; (xi) no action, proceeding or investigation shall have been fulfilled prior instituted or, to Buyer’s or on Seller’s knowledge, threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the applicable one consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the Stock Purchase Closing Date or transactions contemplated by the Merger Date.Transaction Documents; (cxii) No order Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiii) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will have been entered by any court or governmental authority and be in force which invalidates not exceed the Facility Amount; (xiv) within ninety (90) days after the Effective Date of this Agreement or restrains and annually thereafter during the Company from completing any of the transactions which are the subject term of this Agreement., an audit of Seller, either by Buyer or by a third party selected by Buyer, in form and substance satisfactory to Buyer, at Seller’s expense in an amount not to exceed the Due Diligence Cap in any calendar year (provided that the Due Diligence Cap shall not be applicable to audit expenses incurred when an Event of Default has occurred and is continuing), shall have been submitted to and approved by Buyer; (dxv) As Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xvi) Seller shall have deposited the amount required by Section 5 into the Cash Pledge Account. The acceptance by Seller, or by any Settlement Agent at the direction of Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will foregoing conditions have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stocksatisfied. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions precedent, as applicable: (any or i) with respect to each Purchase Date, Sellers shall have delivered to Buyer a Confirmation and the Asset Schedule with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) for Wet Loans, Sellers shall also have delivered such Asset Schedule to Custodian; (iii) for Mortgage Loans other than Wet Loans, Sellers shall have delivered the Asset Schedule and the Assets File to Custodian, and Buyer shall have received a current Custodian’s Trust Receipt listing all of which may be waived by the Company with regard such Delivered Mortgage Loans subject to either the Stock Purchases or the Merger):such Transaction; (aiv) The no Change in Executive Management shall have occurred; (v) no Default or Event of Default shall have occurred and be continuing; (vi) if the Transaction is to be funded by Buyer from the Uncommitted Facility Amount (as defined in the Side Letter), Buyer, in the exercise of its sole and absolute discretion, shall have made an affirmative election to fund the proposed transaction; (vii) no Margin Deficit shall exist either before or after giving effect to such Transaction; (viii) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred (and, if the Transaction would be under the Uncommitted Facility, the Uncommitted Facility Termination Date shall not have occurred); (ix) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (x) Each of Seller’s and Guarantor’s representations and warranties of Acquisition contained in this Agreement and each of the representations other Transaction Documents to which it is a party and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and each Seller and Guarantor shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (xi) no Requirement of Law shall prohibit the consummation of any transaction contemplated hereby, or shall impose limits on the amounts that Buyer may legally receive; (xii) no material action, proceeding or investigation shall have been fulfilled prior instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the transactions contemplated by the Transaction Documents; (xiii) Buyer shall have determined that the amounts on deposit in the applicable one Operating Account are sufficient to fund any shortfall between (x) the amount Seller are to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Sellers that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xiv) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will not exceed the Facility Amount; (xv) within ninety (90) days of the Stock Purchase Closing Effective Date or and annually thereafter during the Merger Date. (c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing any of the transactions which are the subject term of this Agreement., a due diligence review and inspection of Sellers, either by Buyer or by a third party selected by Buyer, in form and substance satisfactory to Buyer, shall have been submitted to and approved by Buyer; (dxvi) As Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xvii) Sellers shall have deposited the amount required by Section 5 into the Cash Pledge Account. The acceptance by a Seller, or by any Settlement Agent at the direction of a Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will foregoing conditions have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stocksatisfied. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.

CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions Buyer’s obligation to pay the Purchase Price for each Transaction shall be subject to the Company's Obligations. The obligations satisfaction of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction each of the following conditions (any or all of which may be waived by the Company with regard to either the Stock Purchases or the Merger):precedent, as applicable: (ai) The with respect to each Purchase Date, Seller shall have delivered to Buyer a Confirmation and the Loan Purchase Detail with respect to the Purchased Mortgage Loans subject to such Transaction; (ii) Buyer shall have received the items described in clause (x) (for dry Mortgage Loans) or (xi) (for Wet Loans), as applicable, of the definition of “Eligible Mortgage Loan”, in each case in form and substance satisfactory to Buyer; (iii) no Default or Event of Default shall have occurred and be continuing; (iv) no Margin Deficit shall exist either before or after giving effect to such Transaction; (v) this Agreement and each of the other Transaction Documents shall be in full force and effect, and the Termination Date shall not have occurred; (vi) each Mortgage Loan subject to such Transaction shall be an Eligible Mortgage Loan; (vii) Seller’s and each Guarantor’s representations and warranties of Acquisition contained in this Agreement and each of the representations other Transaction Documents to which it is a party and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, any Officer’s Certificate delivered to Buyer in connection therewith shall be true and correct in all material respects on and as of the date of the Stock hereof and such Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) Date, with the same effect as though such representations and warranties had been made on and as of such date (except for those representations and warranties and Officer’s Certificates that are specifically made only as of a different date, which representations and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) warranties and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect. (b) Acquisition will have fulfilled Officer’s Certificates shall be correct in all material respects on and as of the date made), and Seller and each Guarantor shall have complied with all its obligations the agreements and satisfied all the conditions under this Agreement required Agreement, each of the other Transaction Documents and the Mortgage Loan Documents to which it is a party on its part to be performed or satisfied at or before the related Purchase Date; (viii) no Requirement of Law shall prohibit the consummation of any transaction contemplated hereby, or shall impose limits on the amounts that Buyer may legally receive or would impose a material tax or levy on such Transaction or the Purchase Price, Repurchase Price or any payments made or received in respect thereof; (ix) no action, proceeding or investigation shall have been fulfilled prior instituted or threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or on prevent the applicable one consummation of any Transaction contemplated hereby or seeking material damages against Buyer in connection with the Stock Purchase Closing Date or transactions contemplated by the Merger Date.Transaction Documents; (cx) No order Buyer shall have determined that the amounts on deposit in the Operating Account are sufficient to fund any shortfall between (x) the amount Seller is to fund to Originate or otherwise acquire each Mortgage Loan to be purchased by Buyer in such Transaction and (y) the Purchase Price to be paid by Buyer therefor, after taking into account all other obligations of Seller that are to be satisfied with the amounts on deposit in the Operating Account on such Transaction’s Purchase Date; (xi) after giving effect to such Transaction, the Aggregate Purchase Price for all outstanding Transactions will not exceed the Facility Amount; (xii) Buyer shall have received such other documents, information, reports and certificates as it shall have reasonably requested; and (xiii) Seller shall have deposited the Required Amount into the Cash Pledge Account. The acceptance by Seller, or by any Settlement Agent at the direction of Seller, of any Purchase Price proceeds shall be deemed to constitute a representation and warranty by Seller that the foregoing conditions have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing any of the transactions which are the subject of this Agreementsatisfied. (d) As to the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stock. (e) As to the Merger, the Effective Time will occur on or before April 30, 1998.