DETAIL
BOOKS AND RECORDS OF ACCOUNT OF ITS ASSETS AND BUSINESS AND SHALL CLEARLY
REFLECT THEREIN THE TRANSFER OF PURCHASED MORTGAGE LOANS TO BUYER.
O.
APPROVALS.
EACH SELLER SHALL MAINTAIN ALL LICENSES, PERMITS OR OTHER
APPROVALS NECESSARY FOR SUCH SELLER TO CONDUCT ITS BUSINESS AND TO PERFORM ITS
OBLIGATIONS UNDER THE PROGRAM AGREEMENTS, AND EACH SELLER SHALL CONDUCT ITS
BUSINESS STRICTLY IN ACCORDANCE WITH APPLICABLE LAW.
P.
MATERIAL CHANGE IN BUSINESS.
THE SELLERS SHALL NOT MAKE ANY MATERIAL CHANGE
IN THE NATURE OF ITS BUSINESS AS CARRIED ON AT THE DATE HEREOF.
Q.
UNDERWRITING GUIDELINES.
THE SELLERS SHALL GIVE BUYER PRIOR NOTICE OF ALL
INTENDED MATERIAL CHANGES, AMENDMENTS OR MODIFICATIONS TO THE RELATED
UNDERWRITING GUIDELINES WHICH MAY AFFECT THE PURCHASED MORTGAGE LOANS AND BUYER
SHALL HAVE THREE (3) BUSINESS DAYS FOLLOWING BUYER'S RECEIPT OF SUCH NOTICE TO
NOTIFY THE SELLERS OF BUYER'S APPROVAL, WHICH SHALL NOT BE UNREASONABLY
WITHHELD, OR DISAPPROVAL OF THE SELLERS' PROPOSED AMENDMENTS OR MODIFICATIONS.
IF BUYER DOES NOT NOTIFY THE SELLERS OF BUYER'S DISAPPROVAL WITHIN THREE (3)
BUSINESS DAYS, THE PROPOSED AMENDMENTS OR MODIFICATIONS SHALL BE DEEMED
APPROVED.
R.
DISTRIBUTIONS.
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
SELLERS SHALL NOT PAY ANY DIVIDENDS WITH RESPECT TO ANY CAPITAL STOCK OR OTHER
EQUITY INTERESTS IN SUCH ENTITY, WHETHER NOW OR HEREAFTER OUTSTANDING, OR MAKE
ANY OTHER DISTRIBUTION IN RESPECT THEREOF, EITHER DIRECTLY OR INDIRECTLY,
WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF SELLER.
S.
APPLICABLE LAW.
THE SELLERS SHALL COMPLY, IN ALL MATERIAL RESPECTS, WITH
THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY.
T.
EXISTENCE.
THE SELLERS SHALL PRESERVE AND MAINTAIN ITS LEGAL EXISTENCE AND
ALL OF ITS MATERIAL RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES.
U.
CHIEF EXECUTIVE OFFICE; JURISDICTION OF ORGANIZATION.
NO SELLER SHALL MOVE
ITS CHIEF EXECUTIVE OFFICE FROM THE ADDRESS REFERRED TO IN SECTION 13(A)(17) OR
CHANGE ITS JURISDICTION OF ORGANIZATION FROM THE JURISDICTION REFERRED TO IN
SECTION 13(A)(17) UNLESS IT SHALL HAVE PROVIDED BUYER 30 DAYS' PRIOR WRITTEN
NOTICE OF SUCH CHANGE.
V.
TAXES.
THE SELLERS SHALL PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON
ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT
FOR ANY
43
SUCH TAX, ASSESSMENT, CHARGE OR LEVY (I) THE PAYMENT OF WHICH IS BEING CONTESTED
IN GOOD FAITH AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE RESERVES ARE
BEING MAINTAINED OR (II) OF WHICH THE SELLERS HAS NO KNOWLEDGE.
W.
TRANSACTIONS WITH AFFILIATES.
THE SELLERS WILL NOT ENTER INTO ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE WHICH
IS NOT ALSO A SELLER HEREUNDER, UNLESS SUCH TRANSACTION IS (A) OTHERWISE
PERMITTED UNDER THE PROGRAM AGREEMENTS, (B) IN THE ORDINARY COURSE OF SELLER'S
BUSINESS, OR (C) UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO SUCH SELLER
THAN IT WOULD OBTAIN IN A COMPARABLE