RESPONSIBLE UNDER ANY MORTGAGE ASSETS OR ANY TRANSACTION DOCUMENTS AND SELLER
SHALL FULLY PERFORM OR CAUSE TO BE PERFORMED WHEN DUE ALL OF ITS OBLIGATIONS
UNDER ANY MORTGAGE ASSETS AND THE TRANSACTION DOCUMENTS.
(M)
LIMITATION ON SALE OF ASSETS. SELLER SHALL NOT
CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF (COLLECTIVELY,
"TRANSFER"), ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, BUSINESS OR ASSETS
(INCLUDING, WITHOUT LIMITATION, RECEIVABLES AND LEASEHOLD INTERESTS) WHETHER NOW
OWNED OR HEREAFTER ACQUIRED OR ALLOW ANY OF ITS SUBSIDIARIES TO TRANSFER ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO ANY PERSON; PROVIDED, THAT SELLER MAY, AFTER
AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO BUYER, ALLOW SUCH ACTION WITH
RESPECT TO ANY SUBSIDIARY WHICH IS NOT A MATERIAL PART OF SELLER'S OVERALL
BUSINESS OPERATIONS.
(N)
NO AMENDMENT OR COMPROMISE.
WITHOUT BUYER'S
PRIOR WRITTEN CONSENT, NONE OF SELLER OR THOSE ACTING ON SELLER'S BEHALF SHALL
AMEND OR MODIFY, OR WAIVE ANY TERM OR CONDITION OF, OR SETTLE OR COMPROMISE ANY
CLAIM IN RESPECT OF, ANY ITEM OF THE PURCHASED MORTGAGE LOANS, ANY RELATED
RIGHTS OR ANY OF THE TRANSACTION DOCUMENTS.
43
(O)
LOAN DETERMINED TO BE DEFAULTED OR
DEFECTIVE.
UPON DISCOVERY BY SELLER THAT ANY PURCHASED MORTGAGE LOAN IS A
DEFAULTED LOAN OR A DEFECTIVE MORTGAGE LOAN, SELLER SHALL PROMPTLY GIVE NOTICE
OF SUCH DISCOVERY TO BUYER.
(P)
FURTHER ASSURANCES.
SELLER AGREES TO DO
SUCH FURTHER ACTS AND THINGS AND TO EXECUTE AND DELIVER TO BUYER SUCH ADDITIONAL
ASSIGNMENTS, ACKNOWLEDGMENTS, AGREEMENTS, POWERS AND INSTRUMENTS AS ARE
REASONABLY REQUIRED BY BUYER TO CARRY INTO EFFECT THE INTENT AND PURPOSES OF
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, TO PERFECT THE INTERESTS OF
BUYER IN THE MORTGAGE ASSETS OR TO BETTER ASSURE AND CONFIRM UNTO BUYER ITS
RIGHTS, POWERS AND REMEDIES HEREUNDER AND THEREUNDER.
(Q)
HEDGING ARRANGEMENTS.
SELLER SHALL MAINTAIN
HEDGING ARRANGEMENTS WITH RESPECT TO ALL MORTGAGE LOANS NOT THE SUBJECT OF
TAKEOUT COMMITMENTS REASONABLY SATISFACTORY TO BUYER, WITH PERSONS REASONABLY
SATISFACTORY TO BUYER, IN ORDER TO MITIGATE THE RISK THAT THE MARKET VALUE OF
ANY SUCH MORTGAGE LOAN WILL CHANGE AS A RESULT OF A CHANGE IN INTEREST RATES OR
THE MARKET FOR MORTGAGE LOAN ASSETS BEFORE THE MORTGAGE LOAN IS PURCHASED BY AN
APPROVED TAKEOUT INVESTOR OR REPURCHASED BY SELLER.
(R)
NO LOANS OR INVESTMENTS EXCEPT APPROVED
INVESTMENTS.
SELLERS SHALL NOT AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO,
MAKE OR PERMIT TO REMAIN OUTSTANDING ANY LOANS OR ADVANCES TO, OR INVESTMENTS
IN, ANY PERSON, EXCEPT THAT THE FOREGOING RESTRICTION SHALL NOT APPLY TO:
(I)
INVESTMENTS IN CASH EQUIVALENTS; AND
(II)
INVESTMENTS NOT TO EXCEED $1,000,000 IN
THE AGGREGATE WITHOUT BUYER'S PRIOR WRITTEN CONSENT.
(S)
NO GUARANTIES.
WITHOUT THE PRIOR WRITTEN
CONSENT OF BUYER, SELLER SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES
TO, GUARANTY ANY DEBT OTHER THAN DEBT INCURRED BY A SUBSIDIARY FOR A WAREHOUSE
OR REPURCHASE FACILITY FOR MORTGAGE LOANS.
(T)
MORTGAGE LOANS.
SELLER WILL UNDERWRITE
ELIGIBLE MORTGAGE LOANS IN COMPLIANCE WITH ITS UNDERWRITING GUIDELINES IN EFFECT
ON THE DATE