FILE.
(II)
FOR SO LONG AS BUYER HAS AN INTEREST IN OR LIEN ON ANY PURCHASED LOAN,
SELLER WILL HOLD OR CAUSE TO BE HELD ALL RELATED RECORDS IN TRUST FOR BUYER.
SELLER SHALL NOTIFY, OR CAUSE TO BE NOTIFIED, EVERY OTHER PARTY HOLDING ANY SUCH
RECORDS OF THE INTERESTS AND LIENS GRANTED HEREBY.
(III)
UPON REASONABLE ADVANCE NOTICE FROM CUSTODIAN OR BUYER, SELLER SHALL
(X) MAKE ANY AND ALL SUCH RECORDS AVAILABLE TO CUSTODIAN OR BUYER 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, (Y) PERMIT
BUYER OR ITS AUTHORIZED AGENTS TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
SELLER WITH ITS RESPECTIVE CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF SELLER WITH ITS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS.
(EE)
MAINTENANCE OF LICENSES. SELLER SHALL (I) MAINTAIN ALL LICENSES,
PERMITS OR OTHER APPROVALS NECESSARY FOR SELLER TO CONDUCT ITS BUSINESS AND TO
PERFORM ITS OBLIGATIONS UNDER THE PROGRAM DOCUMENTS, (II) REMAIN IN GOOD
STANDING UNDER THE LAWS OF EACH STATE IN WHICH IT
45
CONDUCTS BUSINESS OR ANY MORTGAGE PROPERTY IS LOCATED, AND (III) SHALL CONDUCT
ITS BUSINESS STRICTLY IN ACCORDANCE WITH APPLICABLE LAW.
(FF)
TAXES, ETC.
THE SELLER SHALL PAY AND DISCHARGE OR CAUSE TO BE
PAID AND DISCHARGED, WHEN DUE, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
OR LEVIES IMPOSED UPON THE SELLER OR UPON ITS INCOME AND PROFITS OR UPON ANY OF
ITS PROPERTY, REAL, PERSONAL OR MIXED (INCLUDING WITHOUT LIMITATION, THE
PURCHASED LOANS) OR UPON ANY PART THEREOF, AS WELL AS ANY OTHER LAWFUL CLAIMS
WHICH, IF UNPAID, MIGHT BECOME A LIEN UPON SUCH PROPERTIES OR ANY PART THEREOF,
EXCEPT FOR ANY SUCH TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES, LEVIES OR
CLAIMS AS ARE APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES ARE PROVIDED.
THE SELLER SHALL FILE ON A TIMELY BASIS ALL FEDERAL, AND MATERIAL STATE AND
LOCAL TAX AND INFORMATION RETURNS, REPORTS AND ANY OTHER INFORMATION STATEMENTS
OR SCHEDULES REQUIRED TO BE FILED BY OR IN RESPECT OF IT.
(GG)
USE OF CUSTODIAN.
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER,
SELLER SHALL USE NO THIRD PARTY CUSTODIAN AS DOCUMENT CUSTODIAN OTHER THAN THE
CUSTODIAN WITH RESPECT TO THIRD PARTY PURCHASERS, PROSPECTIVE THIRD PARTY
PURCHASERS, LENDERS AND PROSPECTIVE THIRD PARTY LENDERS WITH RESPECT TO LOANS OF
THE SAME TYPE AS THE PURCHASED LOANS.
(HH)
CHANGE OF FISCAL YEAR.
SELLER WILL NOT AT ANY TIME, DIRECTLY OR
INDIRECTLY, EXCEPT UPON NINETY (90) DAYS' PRIOR WRITTEN NOTICE TO BUYER, CHANGE
THE DATE ON WHICH SELLER'S FISCAL YEAR BEGINS FROM SELLER'S CURRENT FISCAL YEAR
BEGINNING DATE.
(II)
[DELIVERY OF SERVICING RIGHTS AND SERVICING RECORDS.
WITH
RESPECT TO THE SERVICING RIGHTS OF EACH RELATED PURCHASED LOAN, SELLER SHALL
DELIVER SUCH SERVICING RIGHTS TO BUYER ON THE RELATED PURCHASE DATE.
WITH
RESPECT TO THE SERVICING RECORDS AND THE PHYSICAL SERVICING OF THE PURCHASED
LOANS,