THE
DATE OF THIS AGREEMENT, SUCH DAMAGES ARE EITHER UNASCERTAINABLE OR UNREASONABLY
DIFFICULT TO ASCERTAIN; AND UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF
THE PARTIES' ENTRY INTO THIS AGREEMENT, THIS SECTION 5.8(B) IS A REASONABLE
ESTIMATE OF THOSE DAMAGES.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION
5.8(B), SELLER MAY ALSO PURSUE ANY EQUITABLE REMEDY IT MAY HAVE FOR
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PURCHASER'S BREACH OF THIS COVENANT INCLUDING SEEKING AN INJUNCTION AGAINST ANY
FURTHER OR FUTURE USE;
(II)
AFTER COMPLETION OF THE CLOSING, PURCHASER SHALL
NOT, WITHOUT SELLER'S EXPRESS PRIOR WRITTEN CONSENT, INSTITUTE ANY LEGAL ACTION
IN SELLER'S NAME, OR CONTINUE TO PROSECUTE IN SELLER'S NAME ANY PENDING LEGAL
ACTION.
PURCHASER SHALL NOT, EITHER INTENTIONALLY OR UNINTENTIONALLY, THROUGH
MISREPRESENTATION OR NONDISCLOSURE, MISLEAD OR CONCEAL THE IDENTITY OF THE OWNER
OF THE LOANS.
PURCHASER ACKNOWLEDGES THAT THERE IS NO ADEQUATE REMEDY AT LAW
FOR VIOLATION OF THIS SECTION 5.8(B), AND CONSENTS TO THE ENTRY OF AN ORDER BY A
COURT OF COMPETENT JURISDICTION ENJOINING ANY VIOLATION OR THREATENED VIOLATION
OF THE PROVISIONS OF THIS SECTION 5.8(B).
(C)
SUBPOENAS.
IF, AFTER THE CLOSING DATE, SELLER, ITS SERVICERS
OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES IS REQUESTED OR
REQUIRED BY SUBPOENA, COURT ORDER OR OTHERWISE, TO PERFORM ANY ACTS (INCLUDING
BUT NOT LIMITED TO TESTIFYING, PREPARING RESPONSES TO SUBPOENAS OR OTHER LEGAL
PROCESS OR PLEADING, AND/OR PERFORMING ANY REVIEW OF PUBLIC OR PRIVATE RECORD
SUCH AS TRACING FUNDS) IN CONNECTION WITH ANY LITIGATION OR BANKRUPTCY
PROCEEDING IN RESPECT OF ANY LOAN, WHETHER THE SAME SHALL HAVE BEEN COMMENCED BY
PURCHASER OR ANY OTHER PARTY, THEN PURCHASER SHALL REIMBURSE SELLER FOR THE TIME
EXPENDED BY SUCH EMPLOYEES INVOLVED IN THE PERFORMANCE OF SAID ACTS, AT THE RATE
OF $50.00 PER HOUR PER EMPLOYEE (OR, IF SUCH PERFORMANCE IS MADE BY A SERVICER
OR OTHER AGENT OR REPRESENTATIVE OF SELLER, THE GREATER OF $50.00 PER HOUR PER
EMPLOYEE OR THE AMOUNT CHARGED TO SELLER BY SUCH SERVICER OR SUCH AGENT OR
REPRESENTATIVE) PLUS ALL ASSOCIATED TRAVEL, LODGING AND PER DIEM COSTS PLUS THE
ACTUAL FEES AND EXPENSES OF COUNSEL TO THE SELLER INCURRED IN CONNECTION WITH
THE TAKING OF ANY SUCH ACTION.
SELLER MAY DETERMINE AND ASSIGN SUCH PERSONNEL
AS SELLER, IN ITS SOLE DISCRETION, DEEMS NECESSARY TO PERFORM THE SAID ACTS.
PURCHASER SHALL REIMBURSE SELLER FOR ALL COPIES MADE IN THE COURSE OF PERFORMING
SAID ACTS, AT THE RATE OF $0.35 CENTS PER COPY (OR, IF GREATER, THE AMOUNT
CHARGED SELLER BY ITS SERVICER OR OTHER AGENTS OR REPRESENTATIVE OF SUCH
SERVICE).
NOTHING IN THIS SHALL REQUIRE SELLER, ITS SERVICERS OR THEIR
RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES TO PROVIDE PURCHASER WITH ANY
INFORMATION OR SERVICE IN THIS REGARD.
(D)
CAPITAL IMPROVEMENTS.
WITHOUT THE PRIOR WRITTEN CONSENT OF
SELLER, PURCHASER SHALL NOT COMMENCE ANY CAPITAL IMPROVEMENTS (OTHER THAN THOSE
WHICH PURCHASER REASONABLY DETERMINES TO BE NECESSARY TO PREVENT DETERIORATION
OF THE LOAN OR TO PROTECT THE SAFETY OF PERSONS) WITH RESPECT TO ANY LOAN
PURCHASED ON THE CLOSING DATE UNTIL THE EXPIRATION OF THE