OR THE 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, THE SELLER SHALL CURE SAME IN ACCORDANCE WITH
SECTION 6(A) HEREOF.
F)
NOTICES. THE SELLER SHALL GIVE NOTICE TO
THE BUYER PROMPTLY:
(I)
UPON THE 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 THE SELLER;
(II)
UPON THE 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 THE 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
THE SELLER OR ANY OF ITS SUBSIDIARIES IN AN AMOUNT IN EXCESS OF $1,000,000; AND
(V)
UPON THE TERMINATION OF THE CUSTODY AND
SERVICING AGREEMENT OR ANY OTHER SERVICING AGREEMENT; AND
32
(VI)
OF A MOVE OF THE 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 the Seller setting forth
details of the occurrence referred to therein and stating what action the Seller
has taken or proposes to take with respect thereto.
G)
SERVICING.
THE SELLER SHALL CAUSE THE
SERVICER TO SERVICE, OR CAUSE TO BE SERVICED, THE PURCHASED ASSETS, IN
ACCORDANCE WITH ACCEPTED SERVICING PRACTICES, PENDING ANY DELIVERY OF SUCH
SERVICING TO THE BUYER PURSUANT TO THE CUSTODY AND SERVICING AGREEMENT OR ANY
OTHER SERVICING AGREEMENT, EMPLOYING AT LEAST THE SAME PROCEDURES AND EXERCISING
THE SAME CARE THAT THE SERVICER CUSTOMARILY EMPLOYS IN SERVICING MORTGAGED
PROPERTIES AND MORTGAGE LOANS FOR ITS OWN ACCOUNT.
THE SELLER SHALL CAUSE THE
SERVICER TO HOLD OR CAUSE TO BE HELD ALL ESCROW FUNDS COLLECTED WITH RESPECT TO
SUCH PURCHASED ASSETS IN TRUST ACCOUNTS AND SHALL APPLY THE SAME FOR THE
PURPOSES FOR WHICH SUCH FUNDS WERE COLLECTED.
IF THE SELLER SHOULD DISCOVER
THAT, FOR ANY REASON WHATSOEVER, THE SELLER OR ANY ENTITY RESPONSIBLE TO THE
BUYER BY CONTRACT FOR MANAGING OR SERVICING ANY SUCH PURCHASED ASSET HAS FAILED
TO PERFORM FULLY THE SERVICER'S OBLIGATIONS WITH RESPECT TO THE SERVICING OF THE
PURCHASED ASSETS OR ANY OF THE OBLIGATIONS OF SUCH ENTITIES WITH RESPECT TO THE
LOANS