CONSISTENTLY
APPLIED;
(IV)
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 SUCH TAX, ASSESSMENT, CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE
RESERVES ARE BEING MAINTAINED; AND
(V)
PERMIT REPRESENTATIVES OF BUYER, DURING NORMAL
BUSINESS HOURS UPON ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE AT A MUTUALLY
DESIRABLE TIME OR AT ANY TIME DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO
EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, TO INSPECT ANY OF
ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS OFFICERS, ALL
TO THE EXTENT REASONABLY REQUESTED BY BUYER.
D)
PROHIBITION OF FUNDAMENTAL CHANGES.
SELLER SHALL NOT ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR
AMALGAMATION, OR LIQUIDATE, WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY
LIQUIDATION, WINDING UP OR DISSOLUTION) OR SELL ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS; PROVIDED, THAT SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY SUBSIDIARY
OF SELLER OR (B) ANY OTHER PERSON IF SELLER IS THE SURVIVING ENTITY, OR BUYER
CONSENTS TO SUCH MERGER OR CONSOLIDATION; AND PROVIDED, FURTHER, THAT IF AFTER
GIVING EFFECT THERETO, NO DEFAULT WOULD EXIST HEREUNDER.
E)
MARGIN DEFICIT.
IF AT ANY TIME THERE
EXISTS A MARGIN DEFICIT, SELLER SHALL CURE SAME IN ACCORDANCE WITH SECTION 6(A)
HEREOF.
F)
NOTICES. SELLER SHALL GIVE NOTICE TO
BUYER PROMPTLY:
(I)
UPON SELLER BECOMING AWARE OF, AND IN ANY
EVENT WITHIN ONE (1) BUSINESS DAY AFTER, THE OCCURRENCE OF ANY DEFAULT OR EVENT
OF DEFAULT OR ANY EVENT OF DEFAULT OR DEFAULT UNDER ANY OTHER MATERIAL AGREEMENT
OF SELLER;
32
(II)
UPON SELLER BECOMING AWARE OF ANY DEFAULT
RELATED TO ANY PURCHASED ASSET OR COLLATERAL, ANY MATERIAL ADVERSE EFFECT OR ANY
EVENT OR CHANGE IN CIRCUMSTANCES WHICH SHOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(III)
UPON SELLER BECOMING AWARE DURING THE NORMAL
COURSE OF ITS BUSINESS THAT THE MORTGAGED PROPERTY IN RESPECT OF ANY LOAN OR
LOANS WITH AN AGGREGATE UNPAID PRINCIPAL BALANCE OF AT LEAST $250,000 HAS BEEN
DAMAGED BY WASTE, FIRE, EARTHQUAKE OR EARTH MOVEMENT, WINDSTORM, FLOOD, TORNADO
OR OTHER CASUALTY, OR OTHERWISE DAMAGED SO AS TO MATERIALLY AND ADVERSELY AFFECT
THE VALUE OF SUCH LOAN;
(IV)
UPON THE ENTRY OF A JUDGMENT OR DECREE AGAINST
SELLER OR GUARANTOR OR ANY OF ITS SUBSIDIARIES IN AN AMOUNT IN EXCESS OF
$1,000,000; AND
(V)
UPON THE TERMINATION OF THE CUSTODY AGREEMENT OR
ANY OTHER SERVICING AGREEMENT; AND
(VI)
OF A MOVE OF SELLER'S CHIEF EXECUTIVE OFFICE OR
CHIEF OPERATING OFFICE FROM THE ADDRESSES REFERRED TO IN SECTION 13(M), WHICH
SUCH NOTICE SHALL BE WRITTEN NOTICE THIRTY (30) DAYS PRIOR TO SUCH MOVE.
Each notice pursuant to this Section 14(f) (other than (v) and (vi)) shall be
accompanied by a statement of a Responsible Officer of Seller setting