Without Buyer Clause Samples

Without Buyer s prior written consent, except as provided in this paragraph, Seller shall not: (1) make any new lease affecting the Business or the Property or permit the termination or modification of any Lease except in the ordinary course of Seller's Business; (2) transfer all or any portion of the Property; (3) create any liens, encumbrances, easements or rights-of-way affecting the Property; or (4) settle any lawsuits related to the Business or the Assets. The foregoing provision notwithstanding, Seller may sell, or enter into one or more contracts to sell, the specific Projects identified in the attached Exhibit 5(b). If Seller sells, or enters into a contract to sell, any such Project, the Purchase Price shall be reduced by the Project Allocation.

Without Buyer approval, Seller shall not do any of the following: (i) make any capital expenditures from the date hereof to and including the Closing Date, out of the ordinary course of Seller's business, in the aggregate in excess of $3,000; (ii) make any commitment to make any capital expenditures after the Closing Date relating to Seller's business or its assets in the aggregate in excess of $3,000; (iii) amend or waive any rights under any of its material contracts relating to Seller's business or its assets, except in the ordinary course of business; or (iv) enter into (1) any written employment or severance agreement with any existing full-time or part-time employee or (2) any new employee benefit plan, program or arrangement or amend any existing employee benefit plan, program or arrangement specifically relating to existing full-time or part- time employees or grant any increases in compensation to existing full-time or part-time employees in excess of increases in compensation consistent with Seller's past practices;

Without Buyer s express prior written approval, the Seller shall not execute, in favor of any third party, any assignment of rights held or purportedly held by the Seller under a given Takeout Commitment;

Without Buyer s express prior written approval, the Seller shall not execute, in favor of any third party other than Buyer or BSGI, any assignment of rights held or purportedly held by the Seller under a Takeout Commitment; Seller shall immediately notify Buyer if an Event of Default shall have occurred; Seller shall deliver to Buyer a current Loan Schedule with respect to all Mortgage Loans subject to this Agreement with such frequency as Buyer may require but in no event less frequently than weekly; and No Mortgage Loan shall be subject to this Agreement for more than one hundred and eighty (180) days in aggregate. Seller shall, at its own expense, register the Mortgage Loans with MERS and prepare and send, or cause to be prepared and sent, for recordation an individual assignment of each Mortgage Loan to MERS in a form acceptable under the applicable Agency Guide and satisfactory to Buyer. In the event that MERS is no longer the mortgagee of record, Seller shall assign each Mortgage to such entity as Buyer shall require, in its sole discretion. Events of Default; Event of Termination --------------------------------------- The following events shall constitute events of default (each an "Event of Default") hereunder with respect to Buyer or Seller, as applicable: Seller fails to repurchase or Buyer fails to transfer Purchased Mortgage Loans upon the applicable Repurchase Date pursuant to the terms hereof; Seller or Buyer fails, after one (1) Business Day's notice, to comply with Paragraph 4 hereof; An Act of Insolvency occurs with respect to Seller or Buyer or any controlling entity thereof; Any representation or warranty made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that in the case of -------- ------- representations and warranties made with respect to the Purchased Mortgage Loans, such circumstance shall not constitute an Event of Default if, after determining the Market Value of the Purchased Mortgage Loans without taking into account the Purchased Mortgage Loans with respect to which such circumstance has occurred, no other Event of Default shall have occurred and be continuing; Any covenant shall have been breached in any material respect; provided, -------- however, that in the case of covenants made with respect to the Purchased ------- Mortgage Loans, such circumstance shall not constitute an Event of Default if, after determining the Marke...

Without Buyer s prior written consent, Contractor shall not in any manner disclose (except as required for financing), advertise, or publish the existence of this Agreement nor the terms of transactions under this Agreement, which shall be considered as part of the "Confidential Information".