TO
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE RULES, REGULATIONS AND OTHER
LAWS.
THE SELLERS WILL NOT ALLOW ANY DEFAULT FOR WHICH ANY SELLER IS
RESPONSIBLE TO OCCUR UNDER ANY REPURCHASE ASSETS OR ANY PROGRAM AGREEMENTS AND
THE SELLERS SHALL FULLY PERFORM OR CAUSE TO BE PERFORMED WHEN DUE ALL OF ITS
OBLIGATIONS UNDER ANY REPURCHASE ASSETS OR THE PROGRAM AGREEMENTS.
L.
RECORDS.
(1)
SELLERS SHALL COLLECT AND MAINTAIN OR CAUSE TO BE COLLECTED AND
MAINTAINED ALL RECORDS RELATING TO THE PURCHASED MORTGAGE LOANS IN ACCORDANCE
WITH INDUSTRY CUSTOM AND PRACTICE FOR ASSETS SIMILAR TO THE PURCHASED MORTGAGE
LOANS, INCLUDING THOSE MAINTAINED PURSUANT TO THE PRECEDING SUBPARAGRAPH, AND
ALL SUCH RECORDS SHALL BE IN CUSTODIAN'S POSSESSION UNLESS ADMINISTRATIVE AGENT
OTHERWISE APPROVES.
SELLERS WILL NOT ALLOW ANY SUCH PAPERS, RECORDS OR FILES
THAT ARE AN ORIGINAL OR AN ONLY COPY TO LEAVE CUSTODIAN'S POSSESSION, EXCEPT FOR
INDIVIDUAL ITEMS REMOVED IN CONNECTION WITH SERVICING A SPECIFIC MORTGAGE LOAN,
IN WHICH EVENT SELLERS WILL OBTAIN OR CAUSE TO BE OBTAINED A RECEIPT FROM A
37
FINANCIALLY RESPONSIBLE PERSON FOR ANY SUCH PAPER, RECORD OR FILE.
SELLERS OF
THE PURCHASED MORTGAGE LOANS WILL MAINTAIN ALL SUCH RECORDS NOT IN THE
POSSESSION OF CUSTODIAN IN GOOD AND COMPLETE CONDITION IN ACCORDANCE WITH
INDUSTRY PRACTICES FOR ASSETS SIMILAR TO THE PURCHASED MORTGAGE LOANS AND
PRESERVE THEM AGAINST LOSS.
(2)
FOR SO LONG AS BUYERS HAVE AN INTEREST IN OR LIEN ON ANY PURCHASED
MORTGAGE LOAN, SELLER SWILL HOLD OR CAUSE TO BE HELD ALL RELATED RECORDS IN
TRUST FOR BUYERS.
SELLERS SHALL NOTIFY, OR CAUSE TO BE NOTIFIED, EVERY OTHER
PARTY HOLDING ANY SUCH RECORDS OF THE INTERESTS AND LIENS IN FAVOR OF BUYERS
GRANTED HEREBY.
(3)
UPON REASONABLE ADVANCE NOTICE FROM CUSTODIAN OR ADMINISTRATIVE
AGENT, SELLERS SHALL (X) MAKE ANY AND ALL SUCH RECORDS AVAILABLE TO CUSTODIAN OR
ADMINISTRATIVE AGENT DURING NORMAL BUSINESS HOURS TO EXAMINE ANY SUCH RECORDS,
EITHER BY ITS OWN OFFICERS OR EMPLOYEES, OR BY AGENTS OR CONTRACTORS, OR BOTH,
AND MAKE COPIES OF ALL OR ANY PORTION THEREOF, AND (Y) PERMIT BUYER,
ADMINISTRATIVE AGENT OR ITS AUTHORIZED AGENTS TO DISCUSS THE AFFAIRS, FINANCES
AND ACCOUNTS OF SELLERS WITH ITS CHIEF OPERATING OFFICER AND CHIEF FINANCIAL
OFFICER AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SELLERS WITH ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
M.
BOOKS.
SELLERS SHALL KEEP OR CAUSE TO BE KEPT IN REASONABLE
DETAIL BOOKS AND RECORDS OF ACCOUNT OF THEIR ASSETS AND BUSINESS AND SHALL
CLEARLY REFLECT THEREIN THE TRANSFER OF PURCHASED MORTGAGE LOANS TO BUYERS.
N.
APPROVALS.
EACH SELLER SHALL MAINTAIN ALL LICENSES, PERMITS OR
OTHER APPROVALS NECESSARY FOR SELLERS TO CONDUCT THEIR BUSINESS AND TO PERFORM
THEIR OBLIGATIONS UNDER THE PROGRAM AGREEMENTS, AND SELLERS SHALL CONDUCT THEIR
BUSINESS STRICTLY IN ACCORDANCE WITH APPLICABLE LAW.
O.
MATERIAL CHANGE IN BUSINESS.
NO SELLER SHALL MAKE ANY MATERIAL
CHANGE IN THE NATURE OF ITS BUSINESS AS CARRIED ON AT THE DATE HEREOF.
P.
UNDERWRITING GUIDELINES.
THE SELLERS SHALL GIVE ADMINISTRATIVE
AGENT PRIOR NOTICE OF ALL INTENDED MATERIAL CHANGES,