WARRANTIES OF SELLER IN
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF BUYER AND ITS SUCCESSORS AND
ASSIGNS, NOTWITHSTANDING ANY EXAMINATION BY BUYER OF ANY MORTGAGE LOAN
DOCUMENTS, RELATED FILES OR OTHER DOCUMENTS DELIVERED TO BUYER.
11.
SELLER'S COVENANTS.
Seller shall perform, and shall cause each of its Subsidiaries to perform, the
following duties at all times during the term of this Agreement:
(A)
MAINTENANCE OF EXISTENCE; CONDUCT OF
BUSINESS.
SELLER AND EACH OF ITS SUBSIDIARIES SHALL PRESERVE AND MAINTAIN ITS
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
PARAGRAPH 10(A)(IX); AND EACH OF SELLER AND ITS SUBSIDIARIES SHALL CONDUCT ITS
BUSINESS IN AN ORDERLY AND EFFICIENT MANNER AND SHALL KEEP ADEQUATE BOOKS AND
RECORDS OF ITS BUSINESS ACTIVITIES, 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, EXCEPT THAT SELLER AND HLC ESCROW SHALL BE
PERMITTED TO ENTER INTO THE MORTGAGE LOAN CLOSING, ESCROW, TITLE INSURANCE AND
SETTLEMENT BUSINESS.
SELLER WILL NOT MAKE ANY MATERIAL CHANGE IN ITS ACCOUNTING
TREATMENT AND REPORTING PRACTICES EXCEPT AS REQUIRED BY GAAP.
SELLER SHALL
REMAIN A MEMBER OF MERS IN GOOD STANDING.
(B)
COMPLIANCE WITH APPLICABLE LAWS.
SELLER AND
EACH OF ITS SUBSIDIARIES SHALL COMPLY WITH ALL REQUIREMENTS OF LAW, A BREACH OF
WHICH COULD AFFECT THE MORTGAGE LOANS TO BE SOLD PURSUANT TO THIS AGREEMENT OR
THAT COULD REASONABLY EXPECT TO RESULT IN A MATERIAL ADVERSE EFFECT, EXCEPT
WHERE CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS, AND WITH
SUFFICIENT RESERVES ESTABLISHED THEREFOR.
SELLER AND EACH OF ITS SUBSIDIARIES
SHALL COMPLY WITH ALL REQUIREMENTS OF LAW APPLICABLE TO IT AND THE PURCHASED
MORTGAGE LOANS OR ANY PART THEREOF (INCLUDING, WITHOUT LIMITATION, ANY AGENCY
GUIDELINES, ALL ANTI-MONEY LAUNDERING LAWS AND REGULATIONS, INCLUDING, WITHOUT
LIMITATION, THE USA PATRIOT ACT OF 2001, AS AMENDED, THE GLB ACT AND ALL
CONSUMER PROTECTION LAWS AND REGULATIONS).
(C)
INSPECTION OF PROPERTIES AND BOOKS.
SELLER
SHALL PERMIT AUTHORIZED REPRESENTATIVES OF BUYER TO (I) 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,
(II) INSPECT ALL OF SELLER'S PROPERTY AND ALL RELATED INFORMATION AND REPORTS,
AND (III) AUDIT SELLER'S OPERATIONS TO ENSURE COMPLIANCE WITH THE TERMS OF THE
TRANSACTION DOCUMENTS, THE GLB ACT AND OTHER PRIVACY LAWS AND REGULATIONS, ALL
AT SELLER'S EXPENSE AND AT SUCH REASONABLE TIMES AS BUYER 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 BUYER OR ANY AUTHORIZED REPRESENTATIVES
OF BUYER MAY ADDRESS TO THEM IN REFERENCE TO THE FINANCIAL CONDITION OR AFFAIRS
OF SELLER AND SELLER'S