or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.
(h) Consents and Approvals. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the documents governing the REO Asset, no consent or approval by any Person is required in connection with Seller’s sale and/or Agent’s acquisition of the REO Asset, for Agent’s exercise of any rights or remedies in respect of the REO Asset or for Agent’s sale, pledge or other disposition of the REO Asset. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies with respect to the REO Asset.
(i) No Governmental Approvals. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for any transfer or assignment by the holder of the REO Asset to Agent.
(j) Membership Interest not a Security. Seller represents and warrants that the Membership Interest constitutes a “general intangible” (as defined in Article 9 of the Uniform Commercial Code), and that Seller has not taken any action, and shall not permit the REO Subsidiary to take any action, that would cause the Membership Interest to be a “security” of any kind (including any “certificated security” or “uncertificated security”) (each, as defined in Article 8 of the Uniform Commercial Code).
(k) No Litigation. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the REO Asset is or may become obligated.
(m) No Notices. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the REO Asset is or may become obligated.
(o) No Distributions. There are (x) no outstanding rights, options, warrants or agreements for a purchase, sale or issuance, in connection with the REO Asset, (y) no agreements on the part of Seller to issue, sell or distribute the REO Asset (except as contemplated or permitted by this Agreement), and (z) no obligations on the part of Seller (contingent or otherwise) to purchase, repurchase, redeem or otherwise acquire any securities or any interest therein (other than from Agent