OTHER INFORMATION AS MAY BE REASONABLY REQUESTED BY BUYER
TO ENABLE BUYER AND ITS COUNSEL TO EVALUATE ANY OF SUCH PROCEEDINGS.
(V)
ACCELERATION.
THE ACCELERATION OF ANY WAREHOUSE ASSETS.
(VI)
PREPAYMENT.
RECEIPT OF NOTICE OF PREPAYMENT OR DEFEASANCE OF
WAREHOUSE ASSETS.
(VII)
WAREHOUSE ASSET DEFAULT.
THE OCCURRENCE OF ANY MONETARY DEFAULT
UNDER A WAREHOUSE ASSET NOT CURED WITHIN THE GRACE PERIOD APPLICABLE THERETO,
THE OCCURRENCE OF ANY MATERIAL NON-MONETARY DEFAULT UNDER ANY RECEIVABLES NOT
CURED WITHIN THE GRACE PERIOD APPLICABLE THERETO, THE GIVING OF ANY NOTICE OF
DEFAULT WITH REGARD TO ANY RECEIVABLES, IF ANY RECEIVABLE BECOMES A DEFAULTED
RECEIVABLE, THE EXISTENCE OF AN OBLIGOR FINANCIAL COVENANT DEFAULT, AND THE
OCCURRENCE AND AMOUNT OF ANY CHARGE-OFF LOSSES.
(C)
COMPLIANCE WITH LAWS.
CUSTOMER WILL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL LAWS, RULES, REGULATIONS, ORDERS, WRITS, JUDGMENTS,
INJUNCTIONS, DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT, INCLUDING, WITHOUT
LIMITATION ALL USURY, TRUTH-IN-LENDING AND CONSUMER LAWS.
(D)
FURNISHING OF INFORMATION AND AUDITS.
(I)
CUSTOMER WILL FURNISH TO BUYER AND CUSTODIAN, FROM TIME TO TIME,
SUCH INFORMATION WITH RESPECT TO THE WAREHOUSE ASSETS AS THEY SHALL REASONABLY
REQUEST,
49
INCLUDING, WITHOUT LIMITATION, THE INFORMATION AND REPORTS DESCRIBED IN
SECTION 2.11 HEREOF.
(II)
CUSTOMER WILL PERMIT BUYER OR A FIRM SELECTED BY BUYER TO CONDUCT
A REVIEW AND AUDIT CUSTOMER'S PRELIMINARY DUE DILIGENCE PACKAGE TO ENSURE
COMPLIANCE WITH THE LOAN ORIGINATION GUIDELINES, SUCH AUDIT AND REVIEW TO TAKE
PLACE, AT BUYER'S OPTION, PRIOR TO EACH INVESTMENT OF PRINCIPAL AND THEREAFTER
ON A QUARTERLY BASIS.
EACH SUCH REVIEW AND AUDIT SHALL BE AT CUSTOMER'S
EXPENSE.
CUSTOMER WILL PROVIDE ACCESS TO SUCH FIRM PURSUANT TO SUBSECTION (III)
BELOW.
(III)
CUSTOMER WILL PERMIT, AT ANY TIME AND FROM TIME TO TIME DURING
REGULAR BUSINESS HOURS (AND, PRIOR TO THE OCCURRENCE OF A TERMINATION EVENT OR
POTENTIAL TERMINATION EVENT, AFTER ADVANCE NOTICE TO CUSTOMER), BUYER,
CUSTODIAN, SERVICER OR ANY OTHER PURCHASER REPRESENTATIVE, OR THEIR AGENTS OR
REPRESENTATIVES, (A) TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM ALL
RECORDS AND (B) TO VISIT THE OFFICES AND PROPERTIES OF CUSTOMER FOR THE PURPOSE
OF EXAMINING SUCH RECORDS, AND TO DISCUSS MATTERS RELATING TO WAREHOUSE ASSETS,
CUSTOMER'S PERFORMANCE UNDER ANY TRANSACTION DOCUMENT OR ANY FINANCIAL OR OTHER
ASPECT OF CUSTOMER OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WITH ANY OF THE
OFFICERS, DIRECTORS, EMPLOYEES OR INDEPENDENT PUBLIC ACCOUNTANTS OF CUSTOMER.
(IV)
NOTWITHSTANDING CLAUSE (III) ABOVE, FROM TIME TO TIME DURING
REGULAR BUSINESS HOURS, CUSTOMER WILL PERMIT (OR CAUSE TO BE PERMITTED)
CERTIFIED PUBLIC ACCOUNTANTS OR OTHER AUDITORS ACCEPTABLE TO BUYER, TO CONDUCT,
AT CUSTOMER'S EXPENSE, A REVIEW OF THE RECORDS, CUSTOMER'S FINANCIAL STATEMENTS
AND CUSTOMER'S COMPUTER SYSTEMS AND SERVICING REPORTS.
BUYER, CUSTODIAN, OR ANY
OTHER PURCHASER REPRESENTATIVE, OR THEIR AGENTS OR REPRESENTATIVES, MAY CONDUCT
REVIEWS OF THE TYPE DESCRIBED IN THIS CLAUSE (IV) WHENEVER THEY, IN THEIR
REASONABLE JUDGMENT, DEEM SUCH REVIEWS APPROPRIATE.
(E)
KEEPING AND MARKING OF RECORDS AND BOOKS.
(I)
CUSTOMER WILL MAINTAIN AND IMPLEMENT ADMINISTRATIVE AND OPERATING
PROCEDURES (INCLUDING, WITHOUT LIMITATION, AN ABILITY TO RECREATE