ANY
MORTGAGE, INDENTURE, DEED OF TRUST, LOAN OR CREDIT AGREEMENT OR OTHER AGREEMENT
OR INSTRUMENT TO WHICH SELLER IS NOW A PARTY OR BY WHICH IT IS BOUND (OTHER THAN
THIS AGREEMENT).
12.4
PERFORMANCE.
SELLER DOES NOT BELIEVE, NOR DOES IT HAVE ANY REASON
OR CAUSE TO BELIEVE, THAT IT CANNOT PERFORM EACH AND EVERY COVENANT CONTAINED IN
THIS AGREEMENT.
12.5
ORDINARY COURSE TRANSACTION.
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE IN THE ORDINARY COURSE OF BUSINESS OF SELLER,
AND THE SALE, TRANSFER, ASSIGNMENT AND CONVEYANCE OF MORTGAGE LOANS BY SELLER
PURSUANT TO THIS AGREEMENT ARE NOT SUBJECT TO THE BULK TRANSFER OR ANY SIMILAR
STATUTORY PROVISIONS IN EFFECT IN ANY APPLICABLE JURISDICTION.
12.6
LITIGATION; COMPLIANCE WITH LAWS.
THERE IS NO LITIGATION PENDING
OR, TO SELLER'S KNOWLEDGE THREATENED, THAT MIGHT CAUSE A MATERIAL ADVERSE CHANGE
OR THAT MIGHT MATERIALLY AND ADVERSELY AFFECT THE MORTGAGE LOANS TO BE SOLD
PURSUANT TO THIS AGREEMENT.
SELLER
27
HAS NOT VIOLATED ANY REQUIREMENT OF LAW APPLICABLE TO SELLER THAT WOULD, IF
VIOLATED, MATERIALLY AND ADVERSELY AFFECT THE MORTGAGE LOANS TO BE SOLD PURSUANT
TO THIS AGREEMENT OR THAT MIGHT CAUSE A MATERIAL ADVERSE CHANGE.
12.7
STATEMENTS MADE.
NO REPRESENTATION, WARRANTY OR WRITTEN STATEMENT
MADE BY SELLER IN THIS AGREEMENT OR IN ANY SCHEDULE, WRITTEN STATEMENT OR
CERTIFICATE FURNISHED TO MBF BY SELLER IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREUNDER CONTAINS OR WILL CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING.
12.8
APPROVED COMPANY.
SELLER CURRENTLY HOLDS ALL APPROVALS,
AUTHORIZATIONS AND OTHER LICENSES FROM THE TAKEOUT INVESTORS AND THE AGENCIES
REQUIRED UNDER THE TAKEOUT GUIDELINES (OR OTHERWISE) TO ORIGINATE MORTGAGE LOANS
OF THE TYPES TO BE OFFERED FOR SALE TO MBF HEREUNDER.
12.9
FIDELITY BONDS.
SELLER HAS PURCHASED FIDELITY BONDS AND POLICIES
OF INSURANCE, ALL OF WHICH ARE IN FULL FORCE AND EFFECT, INSURING SELLER, MBF
AND THE SUCCESSORS AND ASSIGNS OF MBF IN THE GREATER OF (A) $300,000, (B) THAT
AMOUNT REQUIRED BY THE TAKEOUT INVESTOR, AND (C) THAT AMOUNT REQUIRED BY ANY
OTHER TAKEOUT GUIDELINES, AGAINST LOSS OR DAMAGE FROM ANY BREACH OF FIDELITY BY
SELLER OR ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF SELLER, AND AGAINST ANY
LOSS OR DAMAGE FROM LOSS OR DESTRUCTION OF DOCUMENTS, FRAUD, THEFT,
MISAPPROPRIATION, OR ERRORS OR OMISSIONS.
12.10
SOLVENCY.
SELLER IS SOLVENT.
SELLER WILL BE SOLVENT AT ALL
RELEVANT TIMES PRIOR TO, WILL NOT BE RENDERED INSOLVENT BY, WILL HAVE A VALID
BUSINESS REASON FOR AND NOT HAVE ANY INTENT TO HINDER, DELAY OR DEFRAUD ANY OF
SELLER'S CREDITORS IN CONNECTION WITH, ANY SALE OF A MORTGAGE LOAN PURSUANT TO
THIS AGREEMENT.
12.11
REPORTING.
IN ITS FINANCIAL STATEMENTS SELLER INTENDS TO REPORT
EACH SALE OF A MORTGAGE LOAN HEREUNDER AS A FINANCING IN ACCORDANCE WITH GAAP.
SELLER HAS BEEN ADVISED BY OR CONFIRMED WITH ITS INDEPENDENT PUBLIC ACCOUNTANTS
THAT SUCH SALES CAN BE SO REPORTED UNDER GAAP ON