WITH RESPECT TO MORTGAGE ASSETS
SERVICED BY SELLER, ANY SERVICER OR ANY DESIGNEE OF EITHER, AND (2) OPERATING
STATEMENTS AND THE OCCUPANCY STATUS OF SUCH MORTGAGED PROPERTY AND OTHER
PROPERTY LEVEL INFORMATION, PLUS ANY SUCH ADDITIONAL REPORTS AS THE AGENT MAY
REASONABLY REQUEST WITH RESPECT TO SELLER OR ANY SERVICER'S SERVICING PORTFOLIO
OR PENDING ORIGINATIONS OF MORTGAGE ASSETS;
(VI)
WITHIN FIFTEEN (15) DAYS AFTER THE SAME ARE SENT, COPIES OF ALL
FINANCIAL STATEMENTS AND REPORTS WHICH SELLER SENDS TO ITS STOCKHOLDERS, AND
WITHIN FIFTEEN (15) DAYS AFTER THE SAME ARE FILED, COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS WHICH SELLER MAY MAKE TO, OR FILE WITH, THE SECURITIES
AND EXCHANGE COMMISSION OR ANY SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY;
(VII)
NO LATER THAN THE 15TH DAY OF EACH MONTH, WITH RESPECT TO EACH
PURCHASED ASSET, A PURCHASED ASSET DATA SUMMARY, SUBSTANTIALLY IN THE FORM OF
EXHIBIT K, PROPERLY COMPLETED; AND
62
(VIII)
PROMPTLY, ANY REPORT OR MATERIAL NOTICE RECEIVED BY SELLER WITH
RESPECT TO ANY PURCHASED ASSET AND SUCH ADDITIONAL FINANCIAL AND OTHER
INFORMATION AS THE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
(C)
LITIGATION.
SELLER WILL PROMPTLY, AND IN ANY EVENT WITHIN TEN
(10) BUSINESS DAYS AFTER SERVICE OF PROCESS ON ANY OF THE FOLLOWING, GIVE TO THE
AGENT NOTICE OF ALL LITIGATION, ACTIONS, SUITS, ARBITRATIONS, INVESTIGATIONS
(INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING WHICH ARE PENDING OR
THREATENED IN WRITING) OR OTHER LEGAL OR ARBITRABLE PROCEEDINGS AFFECTING SELLER
OR ANY SUBSIDIARY THEREOF OR AFFECTING ANY OF THE PROPERTY OF ANY OF THEM BEFORE
ANY GOVERNMENTAL AUTHORITY THAT (I) QUESTIONS OR CHALLENGES THE VALIDITY OR
ENFORCEABILITY OF ANY OF THE REPURCHASE DOCUMENTS OR ANY ACTION TO BE TAKEN IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, (II) MAKES A CLAIM OR
CLAIMS IN AN AGGREGATE AMOUNT GREATER THAN $1,000,000 (NOT COVERED BY
INSURANCE), OR (III) WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IF ADVERSELY
DETERMINED, COULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
EXISTENCE, ETC.
SELLER SHALL:
(I)
CONTINUE TO ENGAGE IN BUSINESS OF THE SAME GENERAL TYPE AS NOW
CONDUCTED BY IT OR OTHERWISE AS APPROVED BY THE AGENT PRIOR TO THE DATE HEREOF
AND MAINTAIN AND PRESERVE ITS LEGAL EXISTENCE AND ALL OF ITS MATERIAL RIGHTS,
PRIVILEGES, LICENSES AND FRANCHISES NECESSARY FOR THE OPERATION OF ITS BUSINESS
(INCLUDING, WITHOUT LIMITATION, PRESERVATION OF ALL LENDING LICENSES HELD BY
SELLER AND OF SELLER'S STATUS AS A "QUALIFIED TRANSFEREE" (HOWEVER DENOMINATED)
UNDER ALL DOCUMENTS WHICH GOVERN THE PURCHASED ASSETS); PROVIDED, THAT NOTHING
IN THIS SECTION 9.01(D)(I) SHALL PROHIBIT ANY TRANSACTION EXPRESSLY PERMITTED
UNDER SECTION 9.01(E);
(II)
COMPLY WITH ALL CONTRACTUAL OBLIGATIONS AND WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF GOVERNMENTAL
AUTHORITIES (INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS) IF FAILURE
TO COMPLY WITH SUCH REQUIREMENTS WOULD BE REASONABLY LIKELY (EITHER INDIVIDUALLY
OR IN THE AGGREGATE) TO HAVE A MATERIAL ADVERSE EFFECT;
(III)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE
ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(IV)
NOT