ANY MATERIAL CHANGE IN THE TERMS OF ANY SUCH FIDELITY
BOND OR INSURANCE POLICY.
(O)
BOOKS AND RECORDS.
EACH SELLER SHALL, TO
THE EXTENT PRACTICABLE, MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING
PROCEDURES (INCLUDING, WITHOUT LIMITATION, AN ABILITY TO RECREATE RECORDS
EVIDENCING THE REPURCHASE ASSETS IN THE EVENT OF THE DESTRUCTION OF THE
ORIGINALS THEREOF), AND KEEP AND MAINTAIN OR OBTAIN, AS AND WHEN REQUIRED, ALL
DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION REASONABLY NECESSARY OR
ADVISABLE FOR THE COLLECTION OF ALL REPURCHASE ASSETS.
(P)
SECURITY INTEREST.
THE SELLERS SHALL DO ALL
THINGS NECESSARY TO PRESERVE THE REPURCHASE ASSETS SO THAT THEY REMAINS SUBJECT
TO A FIRST PRIORITY PERFECTED SECURITY INTEREST HEREUNDER.
WITHOUT LIMITING THE
FOREGOING, THE SELLERS WILL COMPLY WITH ALL RULES, REGULATIONS AND OTHER LAWS OF
ANY GOVERNMENTAL AUTHORITY AND CAUSE THE REPURCHASE ASSETS TO COMPLY WITH ALL
APPLICABLE RULES, REGULATIONS AND OTHER LAWS.
THE SELLERS WILL NOT ALLOW ANY
DEFAULT FOR WHICH SUCH SELLER IS RESPONSIBLE TO OCCUR UNDER ANY REPURCHASE
ASSETS OR ANY REPURCHASE DOCUMENTS AND SUCH SELLER SHALL FULLY PERFORM OR CAUSE
TO BE PERFORMED WHEN DUE ALL OF ITS OBLIGATIONS UNDER ANY REPURCHASE ASSETS OR
THE REPURCHASE DOCUMENTS.
(Q)
ILLEGAL ACTIVITIES.
NEITHER SELLER SHALL
ENGAGE IN ANY CONDUCT OR ACTIVITY THAT COULD SUBJECT THEIR RESPECTIVE ASSETS TO
FORFEITURE OR SEIZURE.
(R)
MATERIAL CHANGE IN BUSINESS.
NEITHER
SELLER SHALL MAKE ANY MATERIAL CHANGE IN THE NATURE OF THEIR RESPECTIVE
BUSINESSES AS CARRIED ON AT THE DATE HEREOF.
(S)
LIMITATION ON DIVIDENDS AND DISTRIBUTIONS.
NEITHER SELLER SHALL MAKE ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR, A
SINKING OR OTHER ANALOGOUS FUND FOR THE PURCHASE, REDEMPTION, DEFEASANCE,
RETIREMENT OR OTHER ACQUISITION OF ANY EQUITY INTEREST OF SUCH SELLER, WHETHER
NOW OR HEREAFTER OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT OF ANY
OF THE FOREGOING OR TO ANY SHAREHOLDER OR EQUITY OWNER OF SUCH SELLER, EITHER
DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF SUCH
SELLER OR ANY OF SUCH SELLER'S CONSOLIDATED SUBSIDIARIES IN ANY CALENDAR YEAR;
IN EXCESS OF 50% OF THE NET INCOME OF SUCH SELLER FOR SUCH CALENDAR YEAR
(DETERMINED IN ACCORDANCE WITH GAAP); PROVIDED THAT NO SUCH DIVIDENDS OR OTHER
DISTRIBUTIONS MAY BE MADE AT ANY TIME FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT.
43
(T)
DISPOSITION OF ASSETS; LIENS.
NEITHER
SELLER SHALL CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY MORTGAGE, PLEDGE,
LIEN, CHARGE OR OTHER ENCUMBRANCE OF ANY NATURE WHATSOEVER ON ANY OF THE
REPURCHASE ASSETS, WHETHER REAL, PERSONAL OR MIXED, NOW OR HEREAFTER OWNED,
OTHER THAN THE LIENS CREATED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS REPURCHASE AGREEMENT; NOR SHALL SUCH SELLER CAUSE ANY OF THE PURCHASED
MORTGAGE LOANS TO BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED, EXCEPT FOR SALES OF
PURCHASED MORTGAGE LOANS TO TAKEOUT INVESTORS OR PURSUANT TO SECURITIZATIONS,
PROVIDED THAT THE PROCEEDS THEREFROM ARE REMITTED TO BUYER IN ACCORDANCE WITH
THIS REPURCHASE AGREEMENT.
(U)
TRANSACTIONS WITH AFFILIATES.
NEITHER
SELLER SHALL ENTER INTO ANY TRANSACTION, INCLUDING, WITHOUT