WHICH THE SERVICER IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTY IS BOUND, (II) RESULT IN THE CREATION OR
IMPOSITION OF ANY ADVERSE CLAIM UPON ANY OF ITS PROPERTIES PURSUANT TO THE TERMS
OF ANY SUCH CONTRACTUAL OBLIGATION (OTHER THAN THIS AGREEMENT), OR (III) VIOLATE
ANY APPLICABLE LAW.
(E)
NO CONSENT.
NO CONSENT, APPROVAL,
AUTHORIZATION, ORDER, REGISTRATION, FILING, QUALIFICATION, LICENSE OR PERMIT OF
OR WITH ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE SERVICER OR ANY
OF ITS PROPERTIES IS REQUIRED TO BE OBTAINED BY OR WITH RESPECT TO THE SERVICER
IN ORDER FOR THE SERVICER TO ENTER INTO THIS AGREEMENT OR PERFORM ITS
OBLIGATIONS HEREUNDER.
(F)
BINDING OBLIGATION.
THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE SERVICER, ENFORCEABLE
AGAINST THE SERVICER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY
MAY BE LIMITED BY (I) APPLICABLE INSOLVENCY LAWS AND (II) GENERAL PRINCIPLES OF
EQUITY (WHETHER CONSIDERED IN A SUIT AT LAW OR IN EQUITY).
(G)
NO PROCEEDING.
THERE ARE NO PROCEEDINGS OR
INVESTIGATIONS PENDING OR THREATENED AGAINST THE SERVICER, BEFORE ANY
GOVERNMENTAL AUTHORITY (I) ASSERTING THE INVALIDITY OF THIS AGREEMENT, (II)
SEEKING TO PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR (III) SEEKING ANY DETERMINATION OR RULING THAT MIGHT (IN THE
REASONABLE JUDGMENT OF THE SERVICER) HAVE A MATERIAL ADVERSE EFFECT.
(H)
REPORTS ACCURATE.
ALL SERVICER
CERTIFICATES, MONTHLY REPORTS, INFORMATION, EXHIBITS, FINANCIAL STATEMENTS,
DOCUMENTS, BOOKS, SERVICER RECORDS OR OTHER REPORTS FURNISHED OR TO BE FURNISHED
BY THE SERVICER TO THE ADMINISTRATIVE AGENT OR A LENDER IN CONNECTION WITH THIS
AGREEMENT ARE AND WILL BE ACCURATE, TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 7.9
COVENANTS OF THE SERVICER.
The Servicer hereby covenants that:
(A)
COMPLIANCE WITH LAW.
THE SERVICER WILL
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, INCLUDING THOSE WITH
RESPECT TO THE TRANSFERRED LOANS AND RELATED PROPERTY AND LOAN DOCUMENTS OR ANY
PART THEREOF.
54
(B)
PRESERVATION OF CORPORATE EXISTENCE.
THE
SERVICER WILL PRESERVE AND MAINTAIN ITS CORPORATE EXISTENCE, RIGHTS, FRANCHISES
AND PRIVILEGES IN THE JURISDICTION OF ITS FORMATION, AND QUALIFY AND REMAIN
QUALIFIED IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION WHERE
THE FAILURE TO MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES, PRIVILEGES AND
QUALIFICATION HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT.
(C)
OBLIGATIONS WITH RESPECT TO LOANS.
THE
SERVICER WILL DULY FULFILL AND COMPLY WITH ALL MATERIAL OBLIGATIONS ON THE PART
OF THE BORROWER TO BE FULFILLED OR COMPLIED WITH UNDER OR IN CONNECTION WITH
EACH LOAN AND WILL DO NOTHING TO IMPAIR THE RIGHTS OF THE BORROWER OR THE
ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES OR OF THE SECURED PARTIES
IN, TO AND UNDER THE COLLATERAL.
(D)
PRESERVATION OF SECURITY INTEREST.
THE
SERVICER ON BEHALF OF THE BORROWER WILL EXECUTE AND FILE (OR CAUSE THE EXECUTION
AND FILING OF) SUCH FINANCING AND CONTINUATION STATEMENTS AND ANY OTHER
DOCUMENTS THAT MAY BE REQUIRED BY ANY LAW OR REGULATION OF ANY GOVERNMENTAL
AUTHORITY TO PRESERVE