TO INSPECT ANY OF
ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS OFFICERS, ALL
TO THE EXTENT REASONABLY REQUESTED BY THE AGENT OR SUCH BUYER.
D)
PROHIBITION OF FUNDAMENTAL CHANGES.
THE SELLER SHALL NOT ENTER
INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR AMALGAMATION, OR LIQUIDATE,
WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP OR
DISSOLUTION) OR SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; PROVIDED, THAT THE
SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY SUBSIDIARY OF THE SELLER OR (B) ANY
OTHER PERSON IF THE SELLER IS THE SURVIVING ENTITY, OR THE AGENT CONSENTS TO
SUCH MERGER OR CONSOLIDATION; AND PROVIDED FURTHER, THAT AFTER GIVING EFFECT
THERETO, NO DEFAULT WOULD EXIST HEREUNDER.
32
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 AGENT 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
(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 pursuant to clause
(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 STANDARDS, PENDING ANY TRANSFER OF SUCH SERVICING PURSUANT TO THE
CUSTODY AND 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