FOR THE CONDUCT OF THE
SERVICING AND LOAN UNDERWRITING BUSINESS BY A TAXABLE REIT SUBSIDIARY ENTITY, NO
SUBSIDIARY OF CUSTOMER SHALL ENGAGE IN ANY BUSINESS EXCEPT AS CONTEMPLATED BY
THE SECURITIZATION TRANSACTION TO WHICH IT IS A PARTY.
(Q)
ACCOUNTING CHANGES.
(I)
CUSTOMER SHALL NOT, AND SHALL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, (A) MAKE OR PERMIT ANY CHANGE IN ACCOUNTING
PRINCIPLES OR REPORTING PRACTICES, EXCEPT AS REQUIRED OR PERMITTED BY GAAP OR
(B) CHANGE ITS FISCAL YEAR OR FISCAL QUARTERS.
(II)
CUSTOMER AND ITS SUBSIDIARIES WILL USE ONE
OF THE FOLLOWING ACCOUNTING FIRMS, OR ITS SUCCESSORS (OR ANOTHER INDEPENDENT
ACCOUNTING FIRM OF NATIONALLY RECOGNIZED STANDING REASONABLY SATISFACTORY TO
BUYER):
KPMG Peat Marwick LLP
Ernst & Young
PriceWaterhouseCoopers
Deloitte Touche
(R)
ENFORCEMENT OF RECEIVABLES.
CUSTOMER
WILL NOT FORECLOSE ANY LIENS SECURING RECEIVABLES OR ACCEPT (OR PERMIT ANY
SUBSIDIARY OR AFFILIATE TO ACCEPT) ANY PROPERTY IN LIEU OF FORECLOSURE.
(S)
MISCELLANEOUS UCC MATTERS.
CUSTOMER SHALL
NEITHER CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE NOR RELOCATE ITS CHIEF
EXECUTIVE OFFICE OR ANY OFFICE WHERE RECORDS ARE KEPT UNLESS IT SHALL HAVE:
(I)
GIVEN BUYER, SERVICER AND CUSTODIAN AT LEAST THIRTY (30) DAYS PRIOR NOTICE
THEREOF AND (II) DELIVERED TO CUSTODIAN ALL FINANCING STATEMENTS, INSTRUMENTS
AND OTHER DOCUMENTS REASONABLY REQUESTED BY CUSTODIAN, BUYER OR SERVICER IN
CONNECTION WITH SUCH CHANGE OR RELOCATION.
CUSTOMER SHALL AT ALL TIMES MAINTAIN
ITS CHIEF EXECUTIVE OFFICE WITHIN A JURISDICTION IN THE UNITED STATES IN WHICH
ARTICLE 9 OF THE UCC IS IN EFFECT AND IF IT MOVES ITS CHIEF EXECUTIVE OFFICE TO
A LOCATION WHICH MAY CHARGE TAXES, FEES, COSTS, EXPENSES OR OTHER CHARGES TO
PERFECT THE WAREHOUSE ASSETS, IT SHALL PAY ALL TAXES, FEES, COSTS, EXPENSES AND
OTHER CHARGES ASSOCIATED WITH PERFECTING THE WAREHOUSE ASSETS AND ANY OTHER
COSTS AND EXPENSES
57
incurred in order to maintain the enforceability of this Agreement and the
Warehouse Assets, and take all actions at its expense as Buyer may reasonably
request.
ARTICLE VI
ADMINISTRATION AND COLLECTIONS
SECTION 6.1.
DESIGNATION OF SERVICER.
BUYER
SHALL BE, AND HEREBY IS, VESTED WITH THE RIGHT TO ENFORCE AND COLLECT THE
RECEIVABLES.
NOTWITHSTANDING THE FOREGOING, BUYER HEREBY DELEGATES TO CUSTOMER
THE RIGHT TO SERVICE, ADMINISTER, COLLECT AND ENFORCE THE RECEIVABLES IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE SERVICING AGREEMENT AND PURSUANT
TO A STANDARD THAT MEETS OR EXCEEDS THE GREATER OF (A) THE SERVICING,
ADMINISTRATION, COLLECTION AND ENFORCEMENT THAT WOULD BE UNDERTAKEN BY A
REASONABLY PRUDENT PERSON PERFORMING SUCH ACTIONS WITH REGARD TO SIMILAR
RECEIVABLES, (B) THE STANDARDS OBSERVED BY CUSTOMER IN CONNECTION WITH WAREHOUSE
ASSETS NOT SOLD TO BUYER, AND (C) THE STANDARD IMPOSED UPON THE SERVICERS IN
CONNECTION WITH SECURITIZATION TRANSACTIONS SPONSORED BY CUSTOMER (OR ITS
SUBSIDIARIES); PROVIDED, HOWEVER, THE FOREGOING DELEGATION SHALL TERMINATE UPON
THE OCCURRENCE OF A TERMINATION EVENT.
BUYER AND CUSTOMER HEREBY AUTHORIZE
SERVICER TO SERVICE, ADMINISTER, COLLECT AND ENFORCE THE RECEIVABLES AND TO
ENGAGE SUB-SERVICERS TO RENDER SUCH SERVICES ON ITS BEHALF PURSUANT TO THE
SERVICING AGREEMENT.
UPON THE OCCURRENCE OF A TERMINATION EVENT