MORTGAGE LOANS SUBSTANTIALLY SIMILAR TO THE PURCHASED MORTGAGE LOANS PRIOR TO
THE TERMINATION OF
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THIS AGREEMENT OR BUYER'S LIQUIDATION OF THE PURCHASED MORTGAGE LOANS PURSUANT
TO PARAGRAPH 12) IN ACCORDANCE WITH APPLICABLE LAW, SHALL BE PERMITTED WITHOUT
RESTRICTION.
BUYER MAY SELL PARTICIPATION INTERESTS IN ALL OR ANY PORTION OF
ITS RIGHTS, OBLIGATIONS AND INTEREST UNDER THIS AGREEMENT AND IN THE MORTGAGE
ASSETS TO ANY PERSON AT ANY TIME WITHOUT THE CONSENT OF ANY PERSON.
IN ADDITION
TO, AND NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN, THE FOREGOING, BUYER
MAY ASSIGN ITS RIGHTS TO ENFORCE THIS AGREEMENT AS TO ANY MORTGAGE LOAN TO ANY
PERSON THAT SUBSEQUENTLY PURCHASES SUCH MORTGAGE LOAN FROM BUYER OR PROVIDES
FINANCING TO BUYER WITH RESPECT TO SUCH MORTGAGE LOAN.
(C)
IN ADDITION TO THE FOREGOING, BUYER MAY, AT ANY TIME, PLEDGE OR
GRANT A LIEN IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO MORTGAGE ASSETS AND ANY RIGHTS TO
PAYMENT OF THE REPURCHASE PRICE) TO SECURE OBLIGATIONS TO A FEDERAL RESERVE
BANK, WITHOUT NOTICE TO OR CONSENT OF SELLER; PROVIDED THAT NO SUCH PLEDGE OR
GRANT OF A SECURITY INTEREST WOULD RELEASE BUYER FROM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, OR SUBSTITUTE ANY SUCH PLEDGEE OR GRANTEE FOR BUYER AS A
PARTY TO THIS AGREEMENT.
(D)
SUBJECT TO THE FOREGOING, THIS AGREEMENT AND ANY TRANSACTIONS
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
(E)
NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS OF THIS PARAGRAPH,
BUYER SHALL NOT BE PRECLUDED FROM ASSIGNING, CHARGING OR OTHERWISE DEALING WITH
ALL OR ANY PART OF ITS INTEREST IN ANY SUM PAYABLE TO IT UNDER PARAGRAPH 12.
(F)
THIS AGREEMENT AND ALL TRANSACTIONS OUTSTANDING HEREUNDER SHALL
TERMINATE AUTOMATICALLY WITHOUT ANY REQUIREMENT FOR NOTICE ON THE DATE OCCURRING
ON OR AFTER THE TERMINATION DATE ON WHICH ALL REPURCHASE PRICES AND ALL OTHER
OBLIGATIONS OF SELLER UNDER THE TRANSACTION DOCUMENTS HAVE BEEN PAID IN FULL.
23.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
24.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER
OF JURY TRIAL
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK , WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).
(B)
SELLER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
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CONTEMPLATED HEREBY.
SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE