ARM'S-LENGTH TRANSACTION WITH A PERSON
WHICH IS NOT AN AFFILIATE, OR MAKE A PAYMENT THAT IS NOT OTHERWISE PERMITTED BY
THIS SECTION TO ANY AFFILIATE WHICH IS NOT ALSO A SELLER HEREUNDER.
X.
INDEBTEDNESS.
NEITHER SELLER SHALL ENTER INTO ANY CREDIT AGREEMENT OR
OTHERWISE INCUR ANY ADDITIONAL INDEBTEDNESS (1) EXCEPT AS EXPRESSLY SET FORTH IN
CLAUSE (2) BELOW, WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO BUYER (OTHER THAN (A)
PURSUANT TO EXISTING CREDIT FACILITIES SPECIFIED ON EXHIBIT K HERETO OR ANY
INCREMENTAL INCREASES THERETO, (B) STRUCTURED SECURITIES DEBT, (C) PERMITTED
GUARANTEE OBLIGATIONS AND (D) USUAL AND CUSTOMARY ACCOUNTS PAYABLE FOR A
MORTGAGE COMPANY) OR (2) WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER IN ITS SOLE
GOOD FAITH DISCRETION WITH RESPECT TO ANY SELLER'S ACQUISITION OR OPERATION OF
ANY NEW LINE OF BUSINESS UNRELATED TO THAT OF A REIT OR A MORTGAGE BANKER.
THE
RELEVANT SELLER SHALL PROVIDE PROMPT WRITTEN NOTICE OF ANY INCREASE IN ITS
EXISTING CREDIT FACILITIES SPECIFIED ON EXHIBIT K.
Y.
HEDGING.
THE SELLERS (I) HAVE ENTERED INTO INTEREST RATE PROTECTION
AGREEMENTS, IN ACCORDANCE WITH THE SELLERS' WRITTEN POLICIES REGARDING HEDGING,
OR A LETTER DETAILING SUCH POLICIES TO BE DELIVERED TO THE BUYER UPON BUYER'S
REQUEST, WITH RESPECT TO PURCHASED MORTGAGE LOANS, CONFORMING MORTGAGE LOANS,
JUMBO MORTGAGE LOANS, AND ALT-A MORTGAGE LOANS HAVING TERMS WITH RESPECT TO
PROTECTION AGAINST FLUCTUATIONS IN INTEREST RATES ACCEPTABLE TO BUYER IN ITS
SOLE GOOD FAITH DISCRETION; AND (II) SHALL GIVE THE BUYER PRIOR NOTICE OF ALL
INTENDED MATERIAL CHANGES, AMENDMENTS OR MODIFICATIONS TO THE SELLERS' RELATED
WRITTEN POLICIES REGARDING HEDGING OR LETTERS DELIVERED TO BUYER DETAILING SUCH
POLICIES.
Z.
TRUE AND CORRECT INFORMATION.
ALL INFORMATION, REPORTS, EXHIBITS,
SCHEDULES, FINANCIAL STATEMENTS OR CERTIFICATES OF THE SELLERS OR ANY AFFILIATE
THEREOF OR ANY OF THEIR OFFICERS FURNISHED TO BUYER HEREUNDER AND DURING BUYER'S
DILIGENCE OF SELLER ARE, AND THOSE FURNISHED HEREAFTER WILL BE, TRUE AND
COMPLETE AND DO NOT OMIT (OR WILL NOT OMIT) TO DISCLOSE ANY MATERIAL FACTS
NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ALL REQUIRED FINANCIAL
STATEMENTS, INFORMATION AND REPORTS DELIVERED BY THE SELLERS TO BUYER PURSUANT
TO THIS AGREEMENT SHALL BE PREPARED IN ACCORDANCE WITH U.S. GAAP, OR, IF
APPLICABLE, TO SEC FILINGS, THE APPROPRIATE SEC ACCOUNTING REGULATIONS.
44
AA.
DELIVERY TO CUSTODIAN.
PRIOR TO THE PURCHASE OF A MORTGAGE LOAN PURSUANT
TO THIS AGREEMENT, THE SELLERS SHALL DELIVER, OR CAUSE TO BE DELIVERED, TO BUYER
OR CUSTODIAN, AS APPLICABLE, THE DOCUMENTATION SET FORTH IN THE CUSTODIAL
AGREEMENT WITH RESPECT TO SUCH MORTGAGE LOAN.
IF UPON EXAMINATION OF THE
DOCUMENTS INCLUDED IN THE RELATED MORTGAGE FILE, THE CUSTODIAN DETERMINES THAT
SUCH DOCUMENTS DO NOT SATISFY THE REQUIREMENTS SET FORTH IN THE CUSTODIAL
AGREEMENT, THE CUSTODIAN SHALL MARK SUCH MORTGAGE LOAN AS AN EXCEPTION ON THE
RELATED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT.
BB.
AGENCY APPROVALS; SERVICING.
FMC SHALL MAINTAIN ITS STATUS WITH FANNIE MAE
AS AN APPROVED LENDER AND FREDDIE MAC AS AN APPROVED SELLER/SERVICER, IN