LIMITATION, THE
PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY OR ASSETS OR THE RENDERING OR
ACCEPTING OF ANY SERVICE WITH ANY AFFILIATE, UNLESS SUCH TRANSACTION IS (A) NOT
OTHERWISE PROHIBITED IN THIS REPURCHASE AGREEMENT AND (B) UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO SUCH SELLER, AS THE CASE MAY BE, THAN IT
WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON WHICH IS NOT
AN AFFILIATE.
(V)
ERISA MATTERS.
(I)
NEITHER SELLER SHALL PERMIT ANY EVENT OR
CONDITION WHICH IS DESCRIBED IN ANY OF CLAUSES (I) THROUGH (VII) OF THE
DEFINITION OF "EVENT OF TERMINATION" TO OCCUR OR EXIST WITH RESPECT TO ANY PLAN
OR MULTIEMPLOYER PLAN IF SUCH EVENT OR CONDITION, TOGETHER WITH ALL OTHER EVENTS
OR CONDITIONS DESCRIBED IN THE DEFINITION OF EVENT OF TERMINATION OCCURRING
WITHIN THE PRIOR 12 MONTHS, INVOLVES THE PAYMENT OF MONEY BY OR AN INCURRENCE OF
LIABILITY OF SUCH SELLER OR ANY ERISA AFFILIATE THEREOF, OR ANY COMBINATION OF
SUCH ENTITIES IN AN AMOUNT IN EXCESS OF $250,000.
(II)
NEITHER SELLER SHALL BE AN EMPLOYEE
BENEFIT PLAN AS DEFINED IN SECTION 3 OF TITLE I OF ERISA, OR A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE CODE AND (B) THE SELLER SHALL NOT USE "PLAN ASSETS"
WITHIN THE MEANING OF 29 CFR §2510.3-101 TO ENGAGE IN THIS REPURCHASE AGREEMENT
OR THE TRANSACTIONS HEREUNDER.
(W)
CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.
NEITHER SELLER SHALL (I) CONSOLIDATE OR MERGE WITH OR INTO ANY OTHER PERSON OR
(II) SELL, LEASE OR OTHERWISE TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO
ANY OTHER PERSON; PROVIDED THAT SUCH SELLER MAY MERGE OR CONSOLIDATE WITH
ANOTHER PERSON IF SUCH SELLER IS THE PERSON SURVIVING SUCH MERGER AND SUCH
SELLER MAY SELL PURCHASED MORTGAGE LOANS TO TAKEOUT INVESTORS OR PURSUANT TO
SECURITIZATIONS PROVIDED THAT THE PROCEEDS THEREFROM ARE REMITTED TO BUYER IN
ACCORDANCE WITH THIS REPURCHASE AGREEMENT.
(X)
MORTGAGE LOAN REPORTS.
EACH SELLER WILL
FURNISH TO BUYER MONTHLY ELECTRONIC MORTGAGE LOAN PERFORMANCE DATA, INCLUDING,
WITHOUT LIMITATION, DELINQUENCY REPORTS, POOL ANALYTIC REPORTS AND STATIC POOL
REPORTS (I.E., DELINQUENCY, FORECLOSURE AND NET CHARGE-OFF REPORTS) AND MONTHLY
STRATIFICATION REPORTS SUMMARIZING THE CHARACTERISTICS OF THE MORTGAGE LOANS.
(Y)
AGENCY APPROVALS; SERVICING.
MORTGAGEIT
SHALL MAINTAIN ITS STATUS WITH FANNIE MAE AND GINNIE MAE AS AN APPROVED LENDER
AND FREDDIE MAC AS AN APPROVED SELLER, IN EACH CASE IN GOOD STANDING (EACH SUCH
APPROVAL, AN "AGENCY APPROVAL").
MORTGAGEIT SHALL
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service or cause to be serviced, all Mortgage Loans which are subject to an
Agency Takeout Commitment in accordance with the applicable Agency guide.
Should MortgageIT, for any reason, cease to possess all such applicable Agency
Approvals to the extent necessary, or should notification to the relevant Agency
or to HUD, FHA or VA be required, MortgageIT shall so notify Buyer immediately
in writing.
Notwithstanding the preceding sentence, such Seller shall take all
necessary action to maintain all of its applicable Agency Approvals at all times
during the term of this Repurchase Agreement and each outstanding Transaction.
(Z)
GUARANTEES.
NEITHER