Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions: (i) With respect to each Transfer Date, each condition set forth in Section 2.6 of the Sale and Servicing Agreement shall have been satisfied; (ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time); (iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurring; (iv) No Event of Default and no Default shall have occurred or shall be (v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture; (vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and (vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied. (viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied. (b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto. (c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account. (d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to Purchaser’s purchase of Additional Note Principal Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each the initial Transfer DateDate only, each the Purchaser shall have received the Commitment Fee;
(ii) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to the Purchaser;
(iii) Each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(iiiv) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iiiv) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes, including, without limitation, the financial covenants contained in Section 7.01 of the Sale and Servicing Agreement;
(ivvi) No Event of Default and no or Default shall have occurred or shall beand be continuing; and
(vvii) With respect to each Transfer Date other than the initial Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance Balance, and shall be remitted not later than 4:00 5:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to or at the Advance Accountdirection of the Loan Originator on behalf of the Issuer.
(d) The Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Conduit Purchaser may, and the Committed Purchaser agrees to to, purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser Purchasers and the Noteholder Agent shall have received evidence reasonably satisfactory to it them of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the PurchaserPurchasers, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenturethereof;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “"abusive” " or “"predatory”; and
(vii) With respect to the first Transfer Date" as defined in or in violation of any applicable statutes, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determinedregulations, ordinances or in the Purchaser’s sole discretion, any other way that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless would be otherwise agreed actionable by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule Borrower or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.governmental authority;
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurring;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring; and
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Residual Securities Transfer Agreement, including, without limitation, the assignment of the Loans and the Residual Securities and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, RSTA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s 's rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s 's records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenturethereof;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 3:30 p.m. (New York City time time) on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(dc) The Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its any right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to Purchaser’s purchase of Additional Note Principal Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each the initial Transfer DateDate only, each the Purchaser shall have received the Commitment Fee and, with respect to any Transfer Date occurring after the effective date of the amendment and restatement of this Note Purchase Agreement, the Purchaser shall have received the Incremental Commitment Fee;
(ii) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to the Purchaser;
(iii) Each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(iiiv) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iiiv) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes, including, without limitation, the financial covenants contained in Section 7.01 of the Sale and Servicing Agreement;
(ivvi) No Event of Default and no or Default shall have occurred or shall beand be continuing; and
(vvii) With respect to each Transfer Date other than the initial Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance Balance, and shall be remitted not later than 4:00 5:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to or at the Advance Accountdirection of the Loan Originator on behalf of the Issuer.
(d) The Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Conduit Purchasers may, and the Committed Purchaser agrees shall (up to the Maximum Committed Note Principal Balance), purchase Additional Note Principal Balances (up to the Maximum Note Principal Balance) from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser Purchasers and the Noteholder Agent shall have received evidence reasonably satisfactory to it them of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the PurchaserPurchasers, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenturethereof;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and” as defined in or in violation of any applicable statutes, regulations, ordinances or in any other way that would be otherwise actionable by the Borrower or any Governmental Authority;
(vii) With respect to the first Transfer Date, each of the Purchaser Purchasers shall have completed its their initial due diligence review with respect to the Loans and the Loan Originator and determined, in the such Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the such Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.;
(viii) With respect to any Transfer Date after the first Transfer Date Date, the Purchasers’ signature pages to the Master Disposition Confirmation Agreement, together with the revised Schedule I, Schedule II and on or before December 3Exhibit E thereto, 2003 each indicating the addition of the Purchasers as parties thereto, shall have been delivered to each of the other parties to the Master Disposition Confirmation Agreement; and
(unless otherwise agreed by ix) The Purchasers shall have received, in form and substance reasonably satisfactory to the partiesPurchasers, an Officer’s Certificate from the Loan Originator, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (i), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans (ii), (iii), (iv), (vi) and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied(viii).
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser Purchasers on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 3:30 p.m. (New York City time time) on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(dc) The Each Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the any Purchaser’s rights with respect to its Note Principal Balance and its any right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the each Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
(d) Each Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
Appears in 1 contract
Transfer Dates. (a1) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i1) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied. Prior to the first Transfer Date on which Wet Funded Loans are conveyed, counsel to the Servicer shall have delivered to the Purchaser a favorable opinion, dated as of the Closing Date to the effect that the Indenture Trustee has a first priority perfected security interest in all cash and Permitted Investments held in the Reserve Account satisfactory in form and substance to the Purchaser and its counsel;
(ii2) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii3) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurring;
(iv4) No Event of Default and no Default shall have occurred or shall bebe occurring; and
(v5) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b2) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c3) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account, provided that a portion thereof equivalent to the aggregate Sales Price of Wet Funded Loans conveyed on such date shall be remitted to the Reserve Account by the Purchaser.
(d4) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
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Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to to, purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenturethereof;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and” as defined in or in violation of any applicable statutes, regulations, ordinances or in any other way that would be otherwise actionable by the Borrower or any Governmental Authority;
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the ;
(viii) The Purchaser shall make such determinationhave received, in form and shall deliver written notice of such determination substance reasonably satisfactory to the Purchaser, an Officer’s Certificate from the Loan Originator, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (i), (ii), (iii), (iv) and (vi);
(ix) All information provided by the close of business on November 21, 2003. Should Issuer to the Purchaser fail concerning each of the Loans to deliver be Pledged on such notice Transfer Date or date of substitution shall be true and correct in all material respects as of such Transfer Date or date of substitution;
(x) All corporate and legal proceedings and all instruments in connection with such Transfer Date or date of substitution, or otherwise in connection with this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in form and substance to the Loan Originator by the close of business on November 21Purchaser, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered received from the Issuer copies of all documents (including records of corporate proceedings) relevant to the Loan Originator a written notice transactions herein contemplated as the Purchaser may reasonably have requested. Such documents shall include, in addition to the effect that documents listed in Section 4.01, a certificate of the Secretary or Assistant Secretary of the Issuer certifying the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it has completed its final due diligence review hereunder on such Transfer Date or date of substitution; and
(xi) The Purchaser shall have received the most recent available standard servicing or loan reports in summary form, if any, with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices all of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfiedPledged Loans.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 3:30 p.m. (New York City time time) on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(dc) The Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its any right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
(d) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
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Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurring;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring;
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenturethereof;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “"abusive” " or “"predatory”; and
(vii) With respect to the first Transfer Date" as defined in or in violation of any applicable statutes, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determinedregulations, ordinances or in the Purchaser’s sole discretion, any other way that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless would be otherwise agreed actionable by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule Borrower or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.Governmental Authority;
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Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to Purchaser’s purchase of Additional Note Principal Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each the initial Transfer DateDate only, each the Purchaser shall have received the Commitment Fee;
(ii) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to the Purchaser;
(iii) Each condition set forth in Section 2.6 2.06 of the Sale and Servicing Agreement shall have been satisfied;
(iiiv) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iiiv) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurringNotes, including, without limitation, the financial covenants contained in Section 7.01 of the Sale and Servicing Agreement;
(ivvi) No Event of Default and no or Default shall have occurred or shall beand be continuing;
(vvii) With respect to each Transfer Date other than the initial Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any each Transfer Date after following the first Transfer Date and on or before December 3, 2003 ninetieth (unless otherwise agreed by 90th) day of the parties)Closing Date, the Purchaser Commitment Fee shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, been paid in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfiedfull.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance Balance, and shall be remitted not later than 4:00 5:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to or at the Advance Accountdirection of the Loan Originator on behalf of the Issuer.
(d) The Purchaser shall record on the schedule attached to the Purchased NoteNotes, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
Appears in 1 contract
Transfer Dates. (a) Subject to the conditions and terms set forth herein and in Section 2.06 2.06(a) of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to Purchaser's purchase of Additional Note Principal Balances from the Issuer from time shall be subject to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:
(i) With respect to each Transfer Date, each condition set forth in Section 2.6 2.06(a) of the Sale and Servicing Agreement shall have been satisfied;
(ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Note; occurring;
(iv) No Event of Default and no Default shall have occurred or shall bebe occurring; and
(v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Residual Securities Transfer Agreement, including, without limitation, the assignment of the Loans and the Residual Securities and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, RSTA Assignment, S&SA Assignment and the Indenture;
(vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory”; and
(vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser. Unless otherwise agreed by the parties, the Purchaser shall make such determination, and shall deliver written notice of such determination to the Loan Originator, by the close of business on November 21, 2003. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on November 21, 2003, this condition shall be deemed satisfied.
(viii) With respect to any Transfer Date after the first Transfer Date and on or before December 3, 2003 (unless otherwise agreed by the parties), the Purchaser shall not have delivered to the Loan Originator a written notice to the effect that it has completed its final due diligence review with respect to the Loans and the Loan Originator and has determined, in its sole discretion, that either the Loans or the origination, servicing or business practices of the Loan Originator or both are not reasonably acceptable to the Purchaser. Should the Purchaser fail to deliver such notice to the Loan Originator by the close of business on December 3, 2003, this condition shall be deemed satisfied.
(b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.
(c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance Balance, and shall be remitted not later than 4:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to the Advance Account.
(d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and amount of any Additional Note Principal Balance purchased by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s 's rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Note as set forth in the Purchaser’s 's records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.
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