(3) Required Documents. Delivery of the following:
(a) a Mortgage Loan Schedule, in form and substance acceptable to Administrative Agent;
(b) a Request for Certification and the related asset schedule to the applicable custodian, in form and substance acceptable to Administrative Agent; and
(c) a Trust Receipt and Custodial Mortgage Loan Schedule from the applicable Custodian, in form and substance acceptable to Administrative Agent.
(4) Maximum Committed Purchase Price. The aggregate Purchase Price of the then-outstanding Transactions when added to the Purchase Price for the requested Transaction, shall not exceed, as of any date of determination, the Maximum Committed Purchase Price.
(5) Representations and Warranties. Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, all representations and warranties in the Program Agreements shall be true and correct in all material respects on the date of such Transaction (with the same force and effect as if made on such date).
(6) Default or Event of Default. No Default or Event of Default shall have occurred and be continuing.
(7) No Stay. No stay of the Interim DIP Order (or, after entry thereof, the Final DIP Order), the Interim Cash Management Order (or, after entry thereof, the Final Cash Management Order) and/or any Interim OCB Order (or, after entry thereof, any Final OCB Order) shall have occurred (all defined terms as defined in the Omnibus Agreement);
11. Program; Costs
a. Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Mortgage Loans; provided that diligence may only be performed by Administrative Agent and Buyers on a sample of up to two-hundred (200) Mortgage Loans per fiscal quarter. Seller shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. Seller shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by Seller. Seller shall pay ongoing custodial fees and expenses as set forth in the Custodial and Disbursement Agreement, and any other ongoing fees and expenses under