BUYER AND THE DEPOSITORY OF THE OCCURRENCE OF
ANY DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO SELLER AS SOON AS POSSIBLE BUT
IN NO EVENT LATER THAN THE SECOND (2ND) BUSINESS DAY AFTER OBTAINING ACTUAL
KNOWLEDGE OF SUCH EVENT.
(E)
SELLER SHALL CAUSE THE SPECIAL SERVICER RATING OF THE SPECIAL
SERVICER WITH RESPECT TO ALL MORTGAGE LOANS UNDERLYING PURCHASED ASSETS TO BE NO
LOWER THAN "AVERAGE" BY STANDARD & POOR'S RATINGS GROUP TO THE EXTENT SELLER
CONTROLS OR IS ENTITLED TO CONTROL THE SELECTION OF THE SPECIAL SERVICER.
IN
THE EVENT THE SPECIAL SERVICER RATING WITH RESPECT TO ANY PERSON ACTING AS
SPECIAL SERVICER FOR ANY MORTGAGE LOANS UNDERLYING PURCHASED ASSETS SHALL BE
BELOW "AVERAGE" BY STANDARD & POOR'S RATING GROUP, OR IF AN ACT OF INSOLVENCY
OCCURS WITH RESPECT TO SELLER OR A GUARANTOR, BUYER SHALL BE ENTITLED TO
TRANSFER SPECIAL SERVICING WITH RESPECT TO ALL PURCHASED ASSETS TO AN ENTITY
SATISFACTORY TO BUYER, TO THE EXTENT SELLER CONTROLS OR IS ENTITLED TO CONTROL
THE SELECTION OF THE SPECIAL SERVICER.
(F)
SELLER SHALL PROMPTLY (AND IN ANY EVENT NOT LATER THAN TWO (2)
BUSINESS DAYS FOLLOWING RECEIPT) DELIVER TO BUYER (I) ANY NOTICE OF THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER OR REPORT RECEIVED BY SELLER PURSUANT TO
THE PURCHASED ASSET DOCUMENTS; (II) ANY NOTICE OF TRANSFER OF SERVICING UNDER
THE PURCHASED ASSET DOCUMENTS AND (III) ANY OTHER INFORMATION WITH RESPECT TO
THE PURCHASED ASSETS THAT MAY BE REQUESTED BY BUYER FROM TIME TO TIME.
(G)
SELLER WILL PERMIT BUYER OR ITS DESIGNATED REPRESENTATIVE TO
INSPECT SELLER'S RECORDS WITH RESPECT TO THE COLLATERAL AND THE PURCHASED ITEMS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS RELATED THERETO UPON REASONABLE
PRIOR WRITTEN NOTICE FROM BUYER OR ITS DESIGNATED REPRESENTATIVE, AT SUCH
REASONABLE TIMES AND WITH REASONABLE FREQUENCY, AND TO MAKE COPIES OF EXTRACTS
OF ANY AND ALL THEREOF, SUBJECT TO THE TERMS OF ANY CONFIDENTIALITY AGREEMENT
BETWEEN BUYER AND SELLER.
BUYER SHALL ACT IN A COMMERCIALLY REASONABLE MANNER
IN REQUESTING AND CONDUCTING ANY INSPECTION RELATING TO THE CONDUCT AND
OPERATION OF SELLER'S BUSINESS.
(H)
IF SELLER SHALL AT ANY TIME BECOME ENTITLED TO RECEIVE OR SHALL
RECEIVE ANY RIGHTS, WHETHER IN ADDITION TO, IN SUBSTITUTION OF, AS A CONVERSION
OF, OR IN EXCHANGE FOR A PURCHASED ASSET, OR OTHERWISE IN RESPECT THEREOF,
SELLER SHALL ACCEPT THE SAME AS BUYER'S AGENT, HOLD THE
57
SAME IN TRUST FOR BUYER AND DELIVER THE SAME FORTHWITH TO BUYER (OR THE
CUSTODIAN, AS APPROPRIATE) IN THE EXACT FORM RECEIVED, DULY ENDORSED BY SELLER
TO BUYER, IF REQUIRED, TOGETHER WITH AN UNDATED BOND POWER COVERING SUCH
CERTIFICATE DULY EXECUTED IN BLANK TO BE HELD BY BUYER HEREUNDER AS ADDITIONAL
COLLATERAL SECURITY FOR THE TRANSACTIONS.
IF ANY SUMS OF MONEY OR PROPERTY SO
PAID OR DISTRIBUTED IN RESPECT OF THE PURCHASED ASSETS SHALL BE RECEIVED BY
SELLER, SELLER SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR DELIVERED TO
BUYER, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR BUYER, SEGREGATED FROM OTHER
FUNDS