OTHER DATE), EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
ANNEX 2 CONCERNING EACH MORTGAGE LOAN THEN SOLD TO MBF (AS SUCH REPRESENTATIONS
AND WARRANTIES MAY BE MODIFIED BY ANOTHER ANNEX) AND EACH REPRESENTATION AND
WARRANTY CONCERNING THE MORTGAGE LOAN SET FORTH IN ANOTHER APPLICABLE ANNEX.
12.
REPRESENTATIONS AND WARRANTIES CONCERNING SELLER.
AS A MATERIAL
INDUCEMENT TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, SELLER REPRESENTS AND WARRANTS AS OF THE EFFECTIVE DATE AND AS OF EACH
ACQUISITION DATE AS FOLLOWS:
26
12.1
ORGANIZATION AND GOOD STANDING.
SELLER AND EACH OF ITS
SUBSIDIARIES IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION UNDER WHICH IT WAS ORGANIZED, HAS
FULL LEGAL POWER AND AUTHORITY TO OWN ITS PROPERTY AND TO CARRY ON ITS BUSINESS
AS CURRENTLY CONDUCTED, AND IS DULY QUALIFIED AS A FOREIGN CORPORATION TO DO
BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH THE TRANSACTION
OF ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY, EXCEPT IN JURISDICTIONS, IF
ANY, WHERE A FAILURE TO BE IN GOOD STANDING HAS NO MATERIAL ADVERSE EFFECT ON
THE BUSINESS, OPERATIONS, ASSETS OR FINANCIAL CONDITION OF SELLER OR ANY SUCH
SUBSIDIARY.
FOR THE PURPOSES HEREOF, GOOD STANDING SHALL INCLUDE QUALIFICATION
FOR ANY AND ALL LICENSES AND PAYMENT OF ANY AND ALL TAXES REQUIRED IN THE
JURISDICTION OF ITS INCORPORATION AND IN EACH JURISDICTION IN WHICH SELLER
TRANSACTS BUSINESS.
SELLER HAS NO SUBSIDIARIES EXCEPT THOSE IDENTIFIED BY
SELLER TO MBF IN WRITING.
WITH RESPECT TO EACH SUCH SUBSIDIARY, SELLER HAS
ACCURATELY DESCRIBED TO MBF ITS NAME, ADDRESS, PLACE OF INCORPORATION, EACH
STATE IN WHICH IT IS QUALIFIED AS A FOREIGN CORPORATION, AND THE PERCENTAGE
OWNERSHIP OF SELLER IN SUCH SUBSIDIARY.
12.2
AUTHORITY AND CAPACITY.
SELLER HAS ALL REQUISITE POWER, AUTHORITY
AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM THE OBLIGATIONS
REQUIRED OF IT THEREUNDER.
THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY
BINDING AGREEMENT OF SELLER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION, CONSERVATORSHIP AND SIMILAR LAWS, AND BY EQUITABLE PRINCIPLES.
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF OR REGISTRATION OR FILING WITH,
OR NOTICE TO, ANY REGULATORY AUTHORITY IS REQUIRED UNDER STATE OR FEDERAL LAW
PRIOR TO THE EXECUTION, DELIVERY AND PERFORMANCE OF OR COMPLIANCE BY SELLER WITH
THIS AGREEMENT OR THE CONSUMMATION BY SELLER OF ANY TRANSACTION CONTEMPLATED
THEREBY.
IF SELLER IS A DEPOSITORY INSTITUTION, THIS AGREEMENT SHALL BE
MAINTAINED IN SELLER'S OFFICIAL RECORDS.
12.3
NO CONFLICT.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NOR
COMPLIANCE WITH ITS TERMS AND CONDITIONS, SHALL CONFLICT WITH OR RESULT IN THE
BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE OF ANY NATURE UPON THE PROPERTIES
OR ASSETS OF SELLER, ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF SELLER'S
CHARTER OR BY-LAWS OR ANY SIMILAR CORPORATE DOCUMENTS OF SELLER, OR