SELLER SHALL CREATE,
INCUR, ASSUME OR SUFFER TO EXIST ANY GUARANTEES, EXCEPT (I) TO THE EXTENT
REFLECTED IN SUCH SELLER'S FINANCIAL STATEMENTS OR NOTES THERETO AND (II) TO THE
EXTENT THE AGGREGATE GUARANTEES OF SUCH SELLER DO NOT EXCEED, $2,000,000.
(AA)
TAKEOUT PAYMENTS.
WITH RESPECT TO EACH MORTGAGE
LOAN SUBJECT TO A TAKEOUT COMMITMENT, THE SELLERS SHALL ARRANGE THAT ALL
PAYMENTS UNDER THE RELATED TAKEOUT COMMITMENT SHALL BE PAID TO THE SETTLEMENT
ACCOUNT AS SET FORTH IN THE CUSTODIAL AGREEMENT, OR TO AN ACCOUNT APPROVED BY
THE BUYER IN WRITING PRIOR TO SUCH PAYMENT.
WITH RESPECT TO ANY AGENCY TAKEOUT
COMMITMENT, IF APPLICABLE, (1) WITH RESPECT TO THE WIRE TRANSFER INSTRUCTIONS AS
SET FORTH IN FREDDIE MAC FORM 987 (WIRE TRANSFER AUTHORIZATION FOR A CASH
WAREHOUSE DELIVERY) SUCH WIRE TRANSFER INSTRUCTIONS ARE IDENTICAL TO BUYER'S
WIRE INSTRUCTIONS OR THE BUYER HAS APPROVED SUCH WIRE TRANSFER INSTRUCTIONS IN
WRITING IN ITS SOLE DISCRETION, OR (2) THE PAYEE NUMBER SET FORTH ON FANNIE MAE
FORM 1068 (FIXED-RATE, GRADUATED-PAYMENT, OR GROWING-EQUITY MORTGAGE LOAN
SCHEDULE) OR FANNIE MAE FORM 1069 (ADJUSTABLE-RATE MORTGAGE LOAN SCHEDULE), AS
APPLICABLE, IS IDENTICAL TO THE PAYEE NUMBER THAT HAS BEEN IDENTIFIED BY BUYER
IN WRITING AS BUYER'S PAYEE NUMBER OR THE BUYER HAS APPROVED THE RELATED PAYEE
NUMBER IN WRITING IN ITS SOLE DISCRETION; WITH RESPECT TO ANY TAKEOUT COMMITMENT
WITH AN AGENCY FOR WHICH THE AGENCY IS SWAPPING THE RELATED MORTGAGE LOANS FOR A
MORTGAGE BACKED SECURITY, THE APPLICABLE AGENCY DOCUMENTS LIST BUYER AS SOLE
SUBSCRIBER.
(BB)
UNDERWRITING GUIDELINES.
WITHOUT THE PRIOR
WRITTEN CONSENT OF BUYER, NEITHER SELLER SHALL AMEND IN ANY MATERIAL RESPECT OR
OTHERWISE MODIFY THE UNDERWRITING GUIDELINES IN ANY MATERIAL RESPECT.
WITHOUT
LIMITING THE FOREGOING, IN THE EVENT THAT A SELLER MAKES ANY AMENDMENT OR
MODIFICATION TO THE UNDERWRITING GUIDELINES, SUCH SELLER SHALL PROMPTLY DELIVER
TO BUYER A COMPLETE COPY OF THE AMENDED OR MODIFIED UNDERWRITING GUIDELINES.
(CC)
HELOC PROVISIONS.
WITH RESPECT TO EACH HELOC,
IF A MORTGAGOR REQUESTS AN INCREASE IN THE RELATED CREDIT LIMIT, SUCH SELLER
SHALL, IN ITS SOLE DISCRETION, EITHER ACCEPT OR REJECT THE MORTGAGOR'S REQUEST
IN ACCORDANCE WITH SUCH SELLER'S UNDERWRITING GUIDELINES AND NOTIFY THE BUYER'S
DECISION IN WRITING.
IF THE REQUEST FOR A CREDIT LIMIT INCREASE IS ACCEPTED BY
SUCH SELLER, THE INCREASE WILL BE EFFECTED BY SUCH SELLER THROUGH MODIFICATION
OF THE MORTGAGE LOAN WITH THE MORTGAGOR.
SUCH SELLER SHALL DELIVER TO THE BUYER
AN UPDATED MORTGAGE LOAN SCHEDULE REFLECTING THE MODIFICATION TO THE MORTGAGE
LOAN AND SHALL DELIVER ANY MODIFIED MORTGAGE LOAN DOCUMENTS TO THE CUSTODIAN.
45
SECTION 13.
EVENTS OF DEFAULT
SECTION 13.01
EVENTS OF DEFAULT.
IF ANY OF THE
FOLLOWING EVENTS (EACH AN "EVENT OF DEFAULT") OCCUR, THE SELLERS AND BUYER SHALL
HAVE THE RIGHTS SET FORTH IN SECTION 14, AS APPLICABLE:
(A)
EITHER SELLER SHALL DEFAULT IN THE PAYMENT
OF THE REPURCHASE PRICE OR PRICE DIFFERENTIAL ON ITS RELATED REPURCHASE DATE OR
PAYMENT DATE, RESPECTIVELY, OR ANY AMOUNT NECESSARY TO SATISFY A MARGIN DEFICIT
WHEN DUE PURSUANT TO SECTION 4;
(B)
EITHER SELLER