Common use of Conditions to Obligation of the Depositor Clause in Contracts

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the Underwriter, its counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30, 2005, among the Depositor, the Seller and Bear, Xxxxxxx & Co. Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30February 16, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and X.X. Xxxxxx Securities Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30November 18, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and X.X. Xxxxxx Securities Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:: A-1 Aaa AAA A-2 Aaa AAA X-0 Xx0 XX+ X-0 Xx0 XX X-0 Xx0 XX- X-0 A2 A M-5 NR BBB X-0 XX XXX- X-0 XX XX

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30November 18, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and X.X. Xxxxxx Securities Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30November 28, 20052006, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject toto the following conditions: (a) The accuracy in all material respects of all of the representations and warranties of the Seller under this Agreement (exclusive and the non-occurrence of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no any event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The the Depositor shall have received, or the Depositor’s 's attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents (collectively, the "Closing Documents") in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) A Bxxx of Sale substantially in the form of Exhibit A hereto; (ii) An Opinion opinion of Counsel counsel for the Seller as to various corporate matters and such other Opinions opinions of Counsel counsel as are necessary in order to obtain the ratings set forth in Section 7(d9(f) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterSeller, its counsel counsel, and Mxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of The MxXxxx-Xxxx Companies, Inc. ("S&P" and together with Moody's, the "Rating Agencies referred Agencies") (it being understood that such opinions shall expressly provide that the Indenture Trustee shall be entitled to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals;rely on such opinions of counsel); and (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information From PricewaterhouseCoopers LLP, certified public accountants, comfort letters as required by Section 6(c) of the underwriting agreement dated March 30, 2005, among the Depositor, the Seller and Bear, Xxxxxxx & Co. Inc.; andUnderwriting Agreement. (ivc) The Seller shall have delivered to the CustodianIndenture Trustee, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30August 25, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc., X.X. Xxxxxx Securities Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject toto the following conditions: (a) The accuracy in all material respects of all of the representations and warranties of the Seller under this Agreement (exclusive and the non-occurrence of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no any event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The the Depositor shall have received, or the Depositor’s 's attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents (collectively, the "Closing Documents") in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) A Xxxx of Sale substantially in the form of Exhibit A hereto; (ii) An Opinion opinion of Counsel counsel for the Seller as to various corporate matters and such other Opinions opinions of Counsel counsel as are necessary in order to obtain the ratings set forth in Section 7(d9(f) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterSeller, its counsel counsel, and Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of The XxXxxx-Xxxx Companies, Inc. ("S&P" and together with Moody's, the "Rating Agencies referred Agencies") (it being understood that such opinions shall expressly provide that the Indenture Trustee shall be entitled to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals;rely on such opinions of counsel); and (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information From Coopers and Xxxxxxx LLP, certified public accountants, comfort letters as required by Section 6(c) of the underwriting agreement dated March 30, 2005, among the Depositor, the Seller and Bear, Xxxxxxx & Co. Inc.; andUnderwriting Agreement. (ivc) The Seller shall have delivered to the CustodianIndenture Trustee, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30May 23, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30May 23, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:: A-1 Aaa AAA A-2 Aaa AAA X-0 Xx0 XX+ X-0 Xx0 XX X-0 Xx0 XX- X-0 A2 A X-0 Xxx0 XXX X Xx0 XX

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30August 25, 2005, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc., X.X. Xxxxxx Securities Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with;; Mortgage Loan Purchase Agreement (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:: X-0 Xxx XXX X-0 Xxx XXX X-0 Xx0 AA+ M-2 Aa2 AA+ X-0 Xx0 XX+ X-0 X0 XX M-5 NR A X-0 XX XXX X-0 XX XX

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer [Transfer] [Pooling] and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP [ ] dated the date hereof containing in substance the information required by Section [6(c) )] of the underwriting agreement dated March 30, 2005[ ], among the Depositor, the Seller and BearSeller, Xxxxxxx & Co. Inc.[insert names of underwriters]; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer [Issuer] [Trustee] or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) [ ] and Fitch, Inc. (“Fitch”)[ ], as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer [Transfer] [Pooling] and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP [ ] dated the date hereof containing in substance the information required by Section [6(c) )] of the underwriting agreement dated March 30, 2005[ ], among the Depositor, the Seller and BearSeller, Xxxxxxx & Co. Inc.[insert names of underwriters]; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer [Issuer] [Trustee] or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) [ ] and Fitch, Inc. (“Fitch”)[ ], as to the assignment of the ratings shown in the following table:: [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30November 28, 20052006, among the Depositor, the Seller and Seller, Bear, Xxxxxxx & Co. Inc. and KeyBanc Capital Markets, A Division of McDonald Investments Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with;; 201499 HomeBanc 2006-2 Mortgage Loan Purchase Agreement (d) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), as to the assignment of the ratings shown in the following table:: X-0 Xxx XXX X-0 Xxx XXX X-0 Xx0 XX M-2 A2 A B-1 Baa2 BBB

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Financed Student Loans is subject to: (a) The accuracy in all material respects of all of the representations and warranties of the Seller Transferor under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing DateAgreement, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), having received the following documents (collectively, the "Closing Documents") in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Assignment Agreement substantially in the form of Exhibit A hereto; (ii) An Opinion of Counsel for the Seller Transferor as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d11(e) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its counsel their counsel, and the Rating Agencies referred (it being understood that such opinions shall expressly provide that the Indenture Trustee shall be entitled to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals;rely on such Opinions of Counsel); and (iii) A letter from Deloitte & Touche LLP dated __________ the date hereof containing in substance the information required by Section 6(c) ______ of the underwriting agreement dated March 30, 2005, among the Depositor, the Seller and Bear, Xxxxxxx & Co. Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee;Underwriting Agreement. (c) All other terms and conditions of this Agreement shall have been complied with; (d) The purchase by the Underwriters of the Notes pursuant to the terms of the Underwriting Agreement; and (e) The receipt of written confirmation from each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”), as the Rating Agencies that it has assigned the respective ratings to the assignment each Class of the ratings shown Notes set forth in the following table:Prospectus.

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date [or the applicable Transfer Date], and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the UnderwriterUnderwriters, its their counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from [Deloitte & Touche LLP LLP] dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30, 2005[ ], among the Depositor, the Seller and BearSeller, Xxxxxxx & Co. Inc.[ ] [and] [ ]; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer Trust or Custodian and the Mortgage Note endorsed in blank or to the Issuer Trust or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with;; and (d) The receipt of written confirmation from [each of Dominion Bond Rating Service, Inc. (“DBRS”), Fitch, Inc. (“Fitch”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and FitchStandard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. (“FitchS&P”), ,] as to the assignment of the ratings shown in the following table: