OR LIEN ON OR
OTHERWISE ENCUMBER (EXCEPT PURSUANT TO THE PROGRAM AGREEMENTS), ANY OF THE
PURCHASED MORTGAGE LOANS OR ANY INTEREST THEREIN, PROVIDED THAT THIS
SECTION SHALL NOT PREVENT ANY TRANSFER OF PURCHASED MORTGAGE LOANS IN ACCORDANCE
WITH THE PROGRAM AGREEMENTS.
L.
SECURITY INTEREST.
THE SELLERS SHALL DO ALL THINGS NECESSARY TO PRESERVE
THE REPURCHASE ASSETS SO THAT THEY REMAIN SUBJECT TO A FIRST PRIORITY PERFECTED
SECURITY INTEREST HEREUNDER.
WITHOUT LIMITING THE FOREGOING, THE SELLERS WILL
COMPLY IN ALL MATERIAL RESPECTS WITH ALL RULES, REGULATIONS AND OTHER LAWS OF
ANY GOVERNMENTAL AUTHORITY AND CAUSE THE REPURCHASE ASSETS 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.
M.
RECORDS.
(1) SELLER 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 BUYER OTHERWISE APPROVES.
THE
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
THE SELLERS WILL OBTAIN OR CAUSE TO BE OBTAINED A RECEIPT FROM A FINANCIALLY
RESPONSIBLE PERSON FOR ANY SUCH PAPER, RECORD OR FILE.
THE SELLERS OR THE
SERVICER 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 BUYER HAS AN INTEREST IN OR LIEN ON ANY PURCHASED MORTGAGE
LOAN, THE SELLERS WILL HOLD OR CAUSE TO BE HELD ALL RELATED RECORDS IN TRUST FOR
BUYER.
THE SELLERS SHALL NOTIFY, OR CAUSE TO BE NOTIFIED, EVERY OTHER PARTY
HOLDING ANY SUCH RECORDS OF THE INTERESTS AND LIENS IN FAVOR OF THE BUYER
GRANTED HEREBY.
(3) UPON REASONABLE ADVANCE NOTICE FROM CUSTODIAN OR BUYER, THE SELLERS SHALL
(X) MAKE ANY AND ALL SUCH RECORDS AVAILABLE TO CUSTODIAN OR BUYER 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 OR ITS AUTHORIZED AGENTS TO DISCUSS THE
42
AFFAIRS, FINANCES AND ACCOUNTS OF THE SELLERS WITH ITS CHIEF OPERATING OFFICER
AND CHIEF FINANCIAL OFFICER AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE SELLERS WITH ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
N.
BOOKS.
THE SELLERS SHALL KEEP OR CAUSE TO BE KEPT IN REASONABLE