DESCRIBED IN SUBSECTION 3.1(C) ARE
SUFFICIENT FOR PAYMENT OF ALL UNPAID FEDERAL, STATE AND LOCAL INCOME, EXCISE,
PROPERTY AND OTHER TAXES, WHETHER OR NOT DISPUTED, OF SELLER AND ITS
SUBSIDIARIES, ACCRUED FOR OR APPLICABLE TO THE PERIOD AND ON THE DATES OF SUCH
FINANCIAL STATEMENTS AND ALL YEARS AND PERIODS PRIOR THERETO AND FOR WHICH
SELLER, AND SELLER'S SUBSIDIARIES MAY BE LIABLE IN THEIR OWN RIGHT OR AS
TRANSFEREE OF THE ASSETS OF, OR AS SUCCESSOR TO, ANY OTHER PERSON.
12.21
SUBSIDIARIES.
SELLER HAS NOT ISSUED, AND DOES NOT HAVE OUTSTANDING,
ANY WARRANTS, OPTIONS, RIGHTS OR OTHER OBLIGATIONS TO ISSUE OR PURCHASE ANY
SHARES OF ITS CAPITAL STOCK OR OTHER SECURITIES.
THE OUTSTANDING SHARES OF
CAPITAL STOCK OF SELLER HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE
FULLY PAID AND NONASSESSABLE.
12.22
HOLDING COMPANY.
SELLER IS NOT A "HOLDING COMPANY" OR A "SUBSIDIARY
COMPANY" OF A "HOLDING COMPANY" WITHIN THE MEANING OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935, AS AMENDED.
12.23
CREDIT INFORMATION.
EXCEPT AS MAY BE PROHIBITED BY LAW, SELLER HAS
FULL RIGHT AND AUTHORITY AND IS NOT PRECLUDED BY LAW OR CONTRACT FROM FURNISHING
TO MBF THE APPLICABLE CONSUMER REPORT (AS DEFINED IN THE FAIR CREDIT REPORTING
ACT, PUBLIC LAW 91-508) AND ALL OTHER CREDIT INFORMATION RELATING TO EACH
MORTGAGE LOAN SOLD HEREUNDER, AND MBF WILL NOT BE PRECLUDED FROM FURNISHING SUCH
MATERIALS TO THE RELATED TAKEOUT INVESTOR BY SUCH LAWS.
12.24
NO DISCRIMINATION.
SELLER MAKES CREDIT ACCESSIBLE TO ALL QUALIFIED
APPLICANTS IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
SELLER HAS
NOT DISCRIMINATED, AND WILL NOT DISCRIMINATE, AGAINST CREDIT APPLICANTS ON THE
BASIS OF ANY PROHIBITED CHARACTERISTIC, INCLUDING RACE, COLOR, RELIGION,
NATIONAL ORIGIN, SEX, MARITAL OR FAMILIAL STATUS, AGE (PROVIDED THAT THE
APPLICANT HAS THE ABILITY TO ENTER INTO A BINDING CONTRACT), HANDICAP, SEXUAL
ORIENTATION OR BECAUSE ALL OR PART OF THE APPLICANT'S INCOME IS DERIVED FROM A
PUBLIC ASSISTANCE PROGRAM OR BECAUSE OF THE APPLICANT'S GOOD FAITH EXERCISE OF
RIGHTS UNDER THE FEDERAL CONSUMER PROTECTION ACT.
FURTHERMORE, SELLER HAS NOT
DISCOURAGED, AND WILL NOT DISCOURAGE, THE COMPLETION OF ANY
30
CREDIT APPLICATION BASED ON ANY OF THE FOREGOING PROHIBITED BASES.
IN ADDITION,
SELLER HAS COMPLIED WITH ALL ANTI-REDLINING PROVISIONS AND EQUAL CREDIT
OPPORTUNITY LAWS APPLICABLE UNDER STATE AND FEDERAL STATUTE AND REGULATION.
12.25
HOME OWNERSHIP AND EQUITY PROTECTION ACT.
THERE IS NO LITIGATION,
PROCEEDING OR GOVERNMENTAL INVESTIGATION EXISTING OR PENDING OR TO THE KNOWLEDGE
OF SELLER THREATENED, OR ANY ORDER, INJUNCTION OR DECREE OUTSTANDING AGAINST OR
RELATING TO SELLER, RELATING TO ANY VIOLATION OF THE HOME OWNERSHIP AND EQUITY
PROTECTION ACT OR ANY STATE, CITY OR DISTRICT HIGH COST HOME MORTGAGE OR
PREDATORY LENDING LAW.
12.26
CL PROGRAM.
IF SELLER CURRENTLY ORIGINATES MORTGAGE LOANS FOR SALE
TO CL UNDER THE CL PROGRAM, SELLER MAKES EACH OF THE REPRESENTATIONS AND
WARRANTIES CONCERNING SELLER SET FORTH IN ANNEX 3.
13.
SELLER'S COVENANTS.
SELLER SHALL PERFORM THE FOLLOWING DUTIES
DURING THE TERM OF THIS AGREEMENT:
13.1
MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS.
SELLER SHALL
PRESERVE