six.cuatro (a) the new representations and you will warranties of your own Merchant contained in this Agreement and you can Area 3.1(a) of Real estate loan Purchase Contract is actually real and you can right inside the all the issue respects.

(b) the seller will has, in most question areas, complied with the plans and met all the requirements toward the part to be performed otherwise found hereunder and you can not as much as for each almost every other Purchase Document during the otherwise before the Closing Go out; and you may

The course B4 Notes should had been ranked no less than ?BBB-? by the S&P

(c) no enjoy shall has actually taken place that, that have notice otherwise duration of time, would constitute a default below any of the Deal Data files to that your Seller try a party.

The seller should keeps delivered to your a certificate, old the brand new Closing Time, of the Chairman, an elder Vp or perhaps the Head Financial Administrator of the Team with the impact that each condition set forth when you look at the conditions (a), (b) and you will (c) significantly more than possess, to the best of their unique training immediately following practical research, started fulfilled.

six.5 You shall have obtained the fresh new opinions off Hunton & Williams LLP, the recommendations for the Team and Subservicer, dated loans Lazy Acres CO the fresh Closing Big date and significantly towards the feeling set forth when you look at the Display Good-step 1 and you can Showcase Good-dos, a letter from Hunton & Williams LLP, counsel into the Organization, dated new Closing Date and drastically on the impact set forth from inside the Exhibit A beneficial-3, and you will a viewpoint away from for the-house guidance to the Provider, old the Closure Day and you may drastically towards effect established when you look at the Showcase A good-4.

The course B1 Notes will was indeed ranked at the very least ?BBB+? by the S&P and you will ?Baal? by Moody?s

six.6 Youll have obtained the newest thoughts regarding Kennedy Covington Lobdell & Hickman LLP, the recommendations with the Master Servicer and you may Securities Officer, dated the Closure Date and dramatically on the perception established into the Display B-l.

6.7 You shall have obtained the new view out-of McKee Nelson LLP, the recommendations towards the Servicer, dated new Closing Go out and you can dramatically towards impression established in Exhibit B-2.

6.8 You shall have received the new advice regarding McKee Nelson LLP, the recommendations for the Underwriters, dated the Closing Time in form and you will material high enough for the Underwriters.

6.9 For each and every Underwriter shall have obtained regarding Deloitte & Touche LLP, authoritative personal accounting firms, a page, old the date hereof and you can high enough in form and you may substance in order to instance Underwriter and you may including Underwriter?s the recommendations, towards feeling they’ve did certain specified methods, all of these was basically provided to of the for example Underwriter, right down to which they figured particular guidance out-of an accounting, financial otherwise analytical nature, set forth on Prospectus Supplement within the captions ?The loan Pond,? ?Breakdown of the Notes,? ?Yield Factors? and ?Maturity and you can Prepayment Factors,? will follow new records of your Providers plus the Vendor or people information offered to Deloitte & Touche LLP by or on the part of the organization, excluding any queries off court translation.

six.ten The category A notes will was basically rated ?AAA? from the Fundamental & Poor?s, a division of the McGraw-Slope Companies, Inc. (?S&P?) and you may ?Aaa? because of the Cranky?s Traders Solution, Inc. (?Moody?s?). The class M2 Notes shall was basically ranked at least ?AA? by the S&P and you will ?Aa2? from the Cranky?s. The course M3 Notes shall was rated at least ?AA-? by the S&P and you will ?Aa3? by the Moody?s. The category M4 Cards will was in fact ranked no less than ?A+? by the S&P and you will ?A1? from the Moody?s. The category M5 Cards should was in fact ranked at least ?A? of the S&P and ?A2? because of the Cranky?s. The category M6 Notes shall was rated no less than ?A3? by the S&P and you can ?A-? from the Irritable?s. The category B2 Notes shall was rated at the very least ?BBB? from the S&P and you will ?Baa2? by Irritable?s. The course B3 Notes should was in fact rated at the very least ?BBB-? of the S&P and you will ?Baa3? by Moody?s.