Common use of Conditions Precedent; Assignment Clause in Contracts

Conditions Precedent; Assignment. (a) The Depositor hereby affirms the representations and warranties made by it and set forth in Section 2.09 of the Trust Agreement as of the date hereof. The Depositor hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection with the Subsequent Transfer Agreement, dated as of the date hereof, between the Seller and the Depositor as Purchaser and Section 3.05(c) of the Trust Agreement, respectively, are satisfied as of the date hereof. (b) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the date hereof. (c) All terms and conditions of the Trust Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement. (d) The Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest to and under the Subsequent Transfer Agreement, dated as of _______ __, ____ between the Seller and the Depositor as Purchaser, including the Depositor's right to enforce the obligations of the Seller thereunder (including the Seller's obligation to repurchase Mortgage Loans as the result of a breach of the Seller's representations and warranties in such Subsequent Transfer Agreement and the Purchase Agreement).

Conditions Precedent; Assignment. (a) The Depositor hereby affirms the representations and warranties made by it and set forth in Section 2.09 of the Trust Agreement as of the date hereof. The Depositor hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection with the Subsequent Transfer Agreement, dated as of the date hereof, between among the Seller and the Depositor as Purchaser and Section 3.05(c) of the Trust Agreement, respectively, are satisfied as of the date hereof. (b) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the date hereof. (c) All terms and conditions of the Trust Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement. (d) The Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest to and under the Subsequent Transfer Agreement, dated as of _______ __, ____ between among the Seller and the Depositor as Purchaser, ----------- ---- --- including the Depositor's right to enforce the obligations of the Seller thereunder (including the Seller's obligation to repurchase Mortgage Loans as the result of a breach of the Seller's representations and warranties in such Subsequent Transfer Agreement and the Purchase Agreement).

Conditions Precedent; Assignment. (a) The Depositor hereby affirms the representations and warranties made by it and set forth in Section 2.09 of the Trust Agreement as of the date hereof. The Depositor hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection with the Subsequent Transfer Agreement, dated as of the date hereof, between the Seller and the Depositor as Purchaser and Section 3.05(c) of the Trust Agreement, respectively, are satisfied as of the date hereof. (b) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the date hereof. (c) All terms and conditions of the Trust Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement. (d) The Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest to and under the Subsequent Transfer Agreement, dated as of _________ ___, ____ between the Seller and the Depositor as Purchaser, including the Depositor's right to enforce the obligations of the Seller thereunder (including the Seller's obligation to repurchase Mortgage Loans as the result of a breach of the Seller's representations and warranties in such Subsequent Transfer Agreement and the Purchase Agreement).

Conditions Precedent; Assignment. (a) The Depositor hereby affirms the representations and warranties made by it and set forth in Section 2.09 of the Trust Agreement as of the date hereof. The Depositor hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection with the Subsequent Transfer Agreement, dated as of the date hereof, between among the Seller and the Depositor as Purchaser and Section 3.05(c) of the Trust Agreement, respectively, are satisfied as of the date hereof. (b) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the date hereof. (c) All terms and conditions of the Trust Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement. (d) The Depositor hereby assigns to the Issuer all of the Depositor's right, title and interest to and under the Subsequent Transfer Agreement, dated as of _______ __, ____ between among the Seller and the Depositor as Purchaser, including the Depositor's right to enforce the obligations of the Seller thereunder (including the Seller's obligation to repurchase Mortgage Loans as the result of a breach of the Seller's representations and warranties in such Subsequent Transfer Agreement and the Purchase Agreement).

Conditions Precedent; Assignment. (a) The Depositor hereby affirms the representations and warranties made by it and set forth in Section 2.09 of the Trust Agreement as of the date hereof. The Depositor hereby confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection with the Subsequent Transfer Agreement, dated as of the date hereof, between the Seller and the Depositor as Purchaser and Section 3.05(c) of the Trust Agreement, respectively, are satisfied as of the date hereof. (b) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the date hereof. (c) All terms and conditions of the Trust Agreement relating to the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase Agreement. (d) The Depositor hereby assigns to the Issuer all of the Depositor's ’s right, title and interest to and under the Subsequent Transfer Agreement, dated as of _______ __, ____ between the Seller and the Depositor as Purchaser, including the Depositor's ’s right to enforce the obligations of the Seller thereunder (including the Seller's ’s obligation to repurchase Mortgage Loans as the result of a breach of the Seller's ’s representations and warranties in such Subsequent Transfer Agreement and the Purchase Agreement).