NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PAY, MAKE OR DECLARE OR INCUR
ANY LIABILITY TO PAY, MAKE OR DECLARE ANY DIVIDEND (EXCLUDING STOCK DIVIDENDS)
OR OTHER DISTRIBUTION, DIRECT OR INDIRECT, ON OR ON ACCOUNT OF ANY SHARES OF ITS
STOCK (OR EQUIVALENT EQUITY INTEREST) OR ANY REDEMPTION OR OTHER ACQUISITION,
DIRECT OR INDIRECT, OF ANY SHARES OF ITS STOCK (OR EQUIVALENT EQUITY INTEREST)
OR OF ANY WARRANTS, RIGHTS OR OTHER OPTIONS TO PURCHASE ANY SHARES OF ITS STOCK
(OR EQUIVALENT EQUITY INTEREST), NOR PURCHASE, ACQUIRE, REDEEM OR RETIRE ANY
STOCK (OR EQUIVALENT EQUITY INTEREST) IN ITSELF WHETHER NOW OR HEREAFTER
42
OUTSTANDING, EXCEPT THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS AT
SUCH TIME OR WILL OCCUR AS A RESULT OF SUCH PAYMENT, SELLER AND ITS SUBSIDIARIES
MAY PAY PERMITTED DIVIDENDS.
(I)
USE OF CHASE'S NAME.
SELLER SHALL AND
SHALL CAUSE ITS SUBSIDIARIES TO, CONFINE ITS USE OF BUYER'S LOGO AND THE
"JPMORGAN" AND "CHASE" NAMES TO THOSE USES SPECIFICALLY AUTHORIZED BY BUYER IN
WRITING.
EXCEPT WHERE REQUIRED BY THE FEDERAL REAL ESTATE SETTLEMENT
PROCEDURES ACT OR HUD'S REGULATION X THEREUNDER, OR THE HELPING FAMILIES SAVE
THEIR HOMES ACT OF 2009, AS AMENDED FROM TIME TO TIME, IN NO INSTANCE MAY SELLER
OR ANY OF ITS SUBSIDIARIES DISCLOSE TO ANY PROSPECTIVE MORTGAGOR, OR THE AGENTS
OF THE MORTGAGOR, THAT SUCH MORTGAGOR'S MORTGAGE LOAN WILL BE OFFERED FOR SALE
TO BUYER.
NONE OF SELLER OR ITS SUBSIDIARIES MAY USE BUYER'S NAME OR LOGO TO
OBTAIN ANY MORTGAGE-RELATED SERVICES WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.
(J)
REPORTING.
IN ITS FINANCIAL STATEMENTS,
SELLER WILL REPORT EACH SALE OF A MORTGAGE LOAN HEREUNDER AS A FINANCING IN
ACCORDANCE WITH GAAP.
(K)
TRANSACTIONS WITH AFFILIATES.
SELLER WILL
NOT AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO (I) ENTER INTO ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE UNLESS
SUCH TRANSACTION IS (A) OTHERWISE PERMITTED UNDER THIS AGREEMENT, (B) IN THE
ORDINARY COURSE OF SELLER'S OR SUCH SUBSIDIARY'S BUSINESS AND (C) UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO SELLER OR SUCH SUBSIDIARY THAN IT WOULD
OBTAIN IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON WHICH IS NOT AN
AFFILIATE, OR (II) MAKE A PAYMENT THAT IS NOT OTHERWISE PERMITTED BY THIS
PARAGRAPH 11 TO ANY AFFILIATE.
(L)
DEFENSE OF TITLE; PRESERVATION OF
MORTGAGE ASSETS.
SELLER WARRANTS AND WILL DEFEND THE RIGHT, TITLE AND INTEREST
OF BUYER IN AND TO ALL MORTGAGE ASSETS AGAINST ALL ADVERSE CLAIMS AND DEMANDS OF
ALL PERSONS WHOMSOEVER.
SELLER SHALL DO ALL THINGS NECESSARY TO PRESERVE THE
MORTGAGE ASSETS SO THAT SUCH MORTGAGE ASSETS REMAIN SUBJECT TO A FIRST PRIORITY
PERFECTED LIEN HEREUNDER. WITHOUT LIMITING THE FOREGOING, SELLER WILL COMPLY
WITH ALL REQUIREMENTS OF LAW APPLICABLE TO SELLER OR RELATING TO THE MORTGAGE
ASSETS AND CAUSE THE MORTGAGE ASSETS TO COMPLY WITH ALL APPLICABLE REQUIREMENTS
OF LAW.
SELLER WILL NOT ALLOW ANY DEFAULT TO OCCUR FOR WHICH SELLER IS