AND MAINTAIN ITS CORPORATE OR OTHER EXISTENCE IN GOOD STANDING AND ALL
OF ITS RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES NECESSARY IN THE NORMAL
CONDUCT OF ITS BUSINESS, INCLUDING WITHOUT LIMITATION ITS ELIGIBILITY AS LENDER,
SELLER/SERVICER AND ISSUER DESCRIBED UNDER SECTION 12.8 HEREOF; AND IT SHALL
CONDUCT ITS BUSINESS IN AN ORDERLY AND EFFICIENT MANNER; AND MAKE NO MATERIAL
CHANGE IN THE NATURE OR CHARACTER OF ITS BUSINESS OR ENGAGE IN ANY BUSINESS IN
WHICH IT WAS NOT ENGAGED ON THE DATE OF THIS AGREEMENT.
AT ANY TIME THAT MBF
OWNS MERS DESIGNATED MORTGAGE LOANS, SELLER SHALL REMAIN A MEMBER OF MERS IN
GOOD STANDING.
13.2
COMPLIANCE WITH APPLICABLE LAWS.
SELLER SHALL COMPLY WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY, A BREACH OF WHICH COULD MATERIALLY ADVERSELY AFFECT ITS
BUSINESS, OPERATIONS, ASSETS, OR FINANCIAL CONDITION, EXCEPT WHERE CONTESTED IN
GOOD FAITH AND BY APPROPRIATE PROCEEDINGS, AND WITH SUFFICIENT RESERVES
ESTABLISHED THEREFOR.
13.3
INSPECTION OF PROPERTIES AND BOOKS.
SELLER SHALL PERMIT AUTHORIZED
REPRESENTATIVES OF MBF TO (A) DISCUSS THE BUSINESS, OPERATIONS, ASSETS AND
FINANCIAL CONDITION OF SELLER AND SELLER'S SUBSIDIARIES WITH THEIR OFFICERS AND
EMPLOYEES AND TO EXAMINE THEIR BOOKS OF ACCOUNT, RECORDS, REPORTS AND OTHER
PAPERS AND MAKE COPIES OR EXTRACTS THEREOF, AND (B) INSPECT ALL OF SELLER'S
PROPERTY AND ALL RELATED INFORMATION AND REPORTS AT SELLER'S EXPENSE, ALL AT
SUCH REASONABLE TIMES AS MBF MAY REQUEST.
SELLER WILL PROVIDE ITS ACCOUNTANTS
WITH A PHOTOCOPY OF THIS AGREEMENT PROMPTLY AFTER THE EXECUTION HEREOF AND WILL
INSTRUCT ITS ACCOUNTANTS TO ANSWER CANDIDLY ANY AND ALL QUESTIONS THAT THE
OFFICERS OF MBF OR ANY AUTHORIZED REPRESENTATIVES OF MBF MAY ADDRESS TO THEM IN
REFERENCE TO THE FINANCIAL CONDITION OR AFFAIRS OF SELLER AND SELLER'S
SUBSIDIARIES.
SELLER MAY HAVE ITS REPRESENTATIVES IN ATTENDANCE AT ANY MEETINGS
BETWEEN THE OFFICERS OR OTHER REPRESENTATIVES OF MBF AND SELLER'S ACCOUNTANTS
HELD IN ACCORDANCE WITH THIS AUTHORIZATION.
13.4
NOTICES.
SELLER SHALL GIVE PROMPT NOTICE TO MBF OF (A) ANY ACTION,
SUIT OR PROCEEDING INSTITUTED BY OR AGAINST SELLER OR ANY OF ITS SUBSIDIARIES IN
ANY FEDERAL OR STATE COURT OR
31
BEFORE ANY COMMISSION OR OTHER REGULATORY BODY (FEDERAL, STATE OR LOCAL,
DOMESTIC OR FOREIGN) WHICH ACTION, SUIT OR PROCEEDING HAS AT ISSUE IN EXCESS OF
THE AMOUNT SPECIFIED IN ANNEX 1 (EXCEPT FOR NORMAL COLLECTION AND FORECLOSURE
PROCEEDINGS INITIATED BY SELLER IN CONNECTION WITH A MORTGAGE LOAN OR ANY OTHER
MORTGAGE LOAN), OR ANY SUCH PROCEEDINGS THREATENED AGAINST SELLER OR ANY OF
SELLER'S SUBSIDIARIES IN WRITING, (B) THE FILING, RECORDING OR ASSESSMENT OF ANY
FEDERAL, STATE OR LOCAL TAX LIEN AGAINST IT, OR ANY OF ITS ASSETS OR ANY OF ITS
SUBSIDIARIES, (C) THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER OR THE
OCCURRENCE OF ANY DEFAULT AND CONTINUATION THEREOF FOR FIVE (5) DAYS, (D) THE
SUSPENSION, REVOCATION OR TERMINATION OF ANY OF SELLER'S LICENSES OR ELIGIBILITY
AS DESCRIBED UNDER SECTION 12.8 HEREOF, AND (E) ANY OTHER ACTION, EVENT OR
CONDITION OF ANY NATURE WHICH MAY RESULT IN