20 DAYS AFTER EACH MONTH END, A MONTHLY REPORTING PACKAGE
CONTAINING ALL INFORMATION SET FORTH ON EXHIBIT III ATTACHED HERETO.
(J)
SELLER SHALL AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS WITH
ALL LAWS, ORDINANCES, RULES AND REGULATIONS OF ANY FEDERAL, STATE, MUNICIPAL OR
OTHER PUBLIC AUTHORITY HAVING JURISDICTION OVER SELLER OR ANY OF ITS ASSETS AND
SELLER SHALL DO OR CAUSE TO BE DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE
AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE, AND ALL LICENSES
MATERIAL TO ITS BUSINESS.
(K)
SELLER SHALL AT ALL TIMES KEEP PROPER BOOKS OF RECORDS AND
ACCOUNTS IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ITS
TRANSACTIONS IN ACCORDANCE WITH GAAP AND SET ASIDE ON ITS BOOKS FROM ITS
EARNINGS FOR EACH FISCAL YEAR ALL SUCH PROPER RESERVES IN ACCORDANCE WITH GAAP.
(L)
SELLER SHALL OBSERVE, PERFORM AND SATISFY ALL THE TERMS,
PROVISIONS, COVENANTS AND CONDITIONS REQUIRED TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT, AND SHALL PAY WHEN DUE ALL COSTS, FEES AND EXPENSES REQUIRED TO
BE PAID BY IT, UNDER THE TRANSACTION DOCUMENTS. SELLER SHALL PAY AND DISCHARGE
ALL TAXES, LEVIES, LIENS AND OTHER CHARGES ON ITS ASSETS AND ON THE PURCHASED
LOANS THAT, IN EACH CASE, IN ANY MANNER WOULD CREATE ANY LIEN OR CHARGE UPON THE
PURCHASED LOANS, EXCEPT FOR ANY SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT
TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
(M)
SELLER SHALL ADVISE BUYER IN WRITING OF THE OPENING OF ANY NEW
CHIEF EXECUTIVE OFFICE OR THE CLOSING OF ANY SUCH OFFICE AND OF ANY CHANGE IN
SELLER'S NAME OR THE PLACES WHERE
37
THE BOOKS AND RECORDS PERTAINING TO THE PURCHASED LOANS ARE HELD NOT LESS THAN
FIFTEEN (15) BUSINESS DAYS PRIOR TO TAKING ANY SUCH ACTION.
(N)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE PURCHASED LOANS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A DEGREE OF PRUDENCE
THAN IF THE PURCHASED LOANS WERE HELD BY SELLER FOR ITS OWN ACCOUNT AND WILL
FURNISH BUYER, UPON REQUEST BY BUYER OR ITS DESIGNATED REPRESENTATIVE, WITH
INFORMATION REASONABLY OBTAINABLE BY SELLER WITH RESPECT TO THE PURCHASED LOANS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS.
(O)
SELLER SHALL PROVIDE BUYER WITH ACCESS TO OPERATING STATEMENTS,
THE OCCUPANCY STATUS AND OTHER PROPERTY LEVEL INFORMATION, WITH RESPECT TO THE
PROPERTIES, PLUS ANY SUCH ADDITIONAL REPORTS AS BUYER MAY REASONABLY REQUEST.
(P)
SELLER HEREBY COVENANTS AND AGREES THAT ALL INTEREST AND ORIGINAL
ISSUE DISCOUNT
RECEIVED OR ACCRUED WITH RESPECT TO THE PURCHASED LOANS SHALL BE
TREATED AS PORTFOLIO INTEREST WITHIN THE MEANING OF SECTIONS 871(H) AND 881(C)
OF THE INTERNAL REVENUE CODE, AS AMENDED, AND NO AMOUNT WILL BE REQUIRED TO BE
DEDUCTED FROM ANY REMITTANCE ON THE PURCHASED LOANS ON ACCOUNT OF WITHHOLDING
TAX
OR OTHERWISE.
(Q)
SELLER SHALL NOTIFY BUYER IN WRITING OF ANY PROPOSED EXTENSION OR
MATERIAL MODIFICATION OF ANY PURCHASED LOAN NOT