CONSUMMATION OF THE RELATED TAKEOUT COMMITMENT, INCLUDING,
WITHOUT LIMITATION, A CHANGE IN INSURANCE COVERAGE WHICH WOULD EITHER MAKE SUCH
SELLER UNABLE TO COMPLY WITH THE ELIGIBILITY REQUIREMENTS FOR MAINTAINING ALL
SUCH APPLICABLE APPROVALS OR REQUIRE NOTIFICATION TO THE RELEVANT AGENCY OR TO
THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FHA OR VA.
EACH SELLER HAS
ADEQUATE FINANCIAL STANDING, SERVICING FACILITIES, PROCEDURES AND EXPERIENCED
PERSONNEL NECESSARY FOR THE SOUND SERVICING OF MORTGAGE LOANS OF THE SAME TYPES
AS MAY FROM TIME TO TIME CONSTITUTE MORTGAGE LOANS AND IN ACCORDANCE WITH
ACCEPTED SERVICING PRACTICES.
(Y)
MORTGAGE LOAN SCHEDULE.
THE INFORMATION SET
FORTH IN THE RELATED MORTGAGE LOAN SCHEDULE AND ALL OTHER INFORMATION OR DATA
FURNISHED BY, OR ON BEHALF OF, THE SELLERS TO BUYER IS COMPLETE, TRUE AND
CORRECT IN ALL MATERIAL RESPECTS, AND THE SELLERS ACKNOWLEDGE THAT BUYER HAS NOT
VERIFIED THE ACCURACY OF SUCH INFORMATION OR DATA.
(Z)
RESERVED.
(AA)
NO RELIANCE.
EACH SELLER HAS MADE ITS OWN
INDEPENDENT DECISION TO ENTER INTO THE REPURCHASE DOCUMENTS AND EACH TRANSACTION
AND AS TO WHETHER SUCH TRANSACTION IS APPROPRIATE AND PROPER FOR IT BASED UPON
ITS OWN JUDGMENT AND UPON ADVICE FROM SUCH ADVISORS (INCLUDING WITHOUT
LIMITATION, LEGAL COUNSEL AND ACCOUNTANTS) AS IT HAS DEEMED NECESSARY.
NEITHER
SELLER IS RELYING UPON ANY ADVICE FROM BUYER AS TO ANY ASPECT OF THE
TRANSACTIONS, INCLUDING WITHOUT LIMITATION, THE LEGAL, ACCOUNTING OR TAX
TREATMENT OF SUCH TRANSACTIONS.
(BB)
PLAN ASSETS.
NEITHER SELLER IS 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 THE PURCHASED MORTGAGE LOANS ARE NOT "PLAN
ASSETS" WITHIN THE MEANING OF 29 CFR §2510.3-101 IN THE SELLERS' HANDS.
(CC)
REAL ESTATE INVESTMENT TRUST.
HOLDINGS HAS NOT
ENGAGED IN ANY MATERIAL "PROHIBITED TRANSACTIONS" AS DEFINED IN SECTION
857(B)(6)(B)(III) AND (C) OF THE CODE OR THE REQUIREMENTS IN ANY SUCCESSOR OR
REPLACEMENT PROVISION IN THE CODE, IF ANY.
HOLDINGS FOR ITS CURRENT "TAX YEAR"
(AS DEFINED IN THE CODE) IS ENTITLED TO A DIVIDENDS PAID DEDUCTION UNDER THE
REQUIREMENTS OF SECTION 857 OF THE CODE WITH RESPECT TO ANY DIVIDENDS PAID BY IT
WITH RESPECT TO EACH SUCH YEAR FOR WHICH IT CLAIMS A DEDUCTION IN ITS FORM
1120-REIT FILED WITH THE UNITED STATES INTERNAL REVENUE SERVICE FOR SUCH YEAR,
OR THE REQUIREMENTS IN ANY SUCCESSOR OR REPLACEMENT PROVISION IN THE CODE, IF
ANY.
SECTION 12.
COVENANTS
On and as of the date of this Repurchase Agreement and each Purchase Date and
until this Repurchase Agreement is no longer in force with respect to any
Transaction, each Seller covenants as follows:
38
(A)
PRESERVATION OF EXISTENCE; COMPLIANCE WITH
LAW. EACH SELLER SHALL:
(I)
PRESERVE AND MAINTAIN ITS LEGAL
EXISTENCE AND ALL OF ITS MATERIAL RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES
NECESSARY FOR THE OPERATION OF ITS BUSINESS;
(II)
COMPLY WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, WHETHER NOW IN EFFECT OR
HEREAFTER ENACTED OR PROMULGATED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY
(INCLUDING, WITHOUT LIMITATION, ALL