WITH (A) ANY WHOLLY OWNED SUBSIDIARY OF SUCH
SELLER, OR (B) ANY OTHER PERSON IF SUCH SELLER IS THE SURVIVING CORPORATION; AND
PROVIDED FURTHER, THAT IF AFTER GIVING EFFECT THERETO, NO DEFAULT WOULD EXIST
HEREUNDER.
7.05
MARGIN DEFICIENCY.
IF AT ANY TIME THERE EXISTS A
MARGIN DEFICIENCY THE SELLERS SHALL CURE SAME IN ACCORDANCE WITH SECTION 2.05
HEREOF.
7.06
NOTICES. THE SELLERS SHALL GIVE NOTICE TO THE
BUYER:
(A)
PROMPTLY UPON RECEIPT OF NOTICE OR KNOWLEDGE OF THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT;
(B)
WITH RESPECT TO ANY MORTGAGE LOAN PURCHASED BY THE BUYER HEREUNDER, A
WEEKLY REPORT DELIVERED ON EACH DATE ON WHICH PREPAYMENTS ARE TO BE REMITTED TO
THE BUYER PURSUANT TO SECTION 7.17 HEREOF, WITH RESPECT TO THE PRECEDING WEEK,
DETAILING ANY PRINCIPAL PREPAYMENTS IN FULL OF ANY SUCH MORTGAGE LOANS RECEIVED
DURING SUCH PRECEDING WEEK;
(C)
PROMPTLY UPON RECEIPT OF NOTICE OR KNOWLEDGE THAT THE UNDERLYING MORTGAGED
PROPERTY RELATED TO ANY PURCHASED LOAN HAS BEEN DAMAGED BY WASTE, FIRE,
EARTHQUAKE OR EARTH MOVEMENT, WINDSTORM, FLOOD, TORNADO OR OTHER CASUALTY, OR
OTHERWISE DAMAGED SO AS TO AFFECT ADVERSELY THE MARKET VALUE OF SUCH PURCHASED
LOAN;
40
(D)
PROMPTLY UPON RECEIPT OF NOTICE OR KNOWLEDGE OF (I) ANY DEFAULT (OTHER THAN
A PAYMENT DEFAULT) RELATED TO ANY PURCHASED ITEM OR COLLATERAL, (II) ANY LIEN OR
SECURITY INTEREST (OTHER THAN SECURITY INTERESTS CREATED HEREBY OR BY THE OTHER
REPURCHASE DOCUMENTS) ON, OR CLAIM ASSERTED AGAINST, ANY PURCHASED ITEM OR
COLLATERAL OR (III) ANY EVENT OR CHANGE IN CIRCUMSTANCES WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(E)
VIA ELECTRONIC TRANSMISSION WITH RESPECT TO ANY PURCHASED LOAN SUBJECT TO A
TRANSACTION OUTSTANDING HEREUNDER, WITHIN TWO (2) CALENDAR DAYS UPON RECEIPT OF
NOTICE THAT SUCH PURCHASED LOAN HAS BEEN REJECTED FOR PURCHASE BY A BUYER OF
MORTGAGE LOANS (THE "PROSPECTIVE BUYER") FOR ANY REASON, WHICH NOTICE SHALL
INCLUDE (I) THE REASON FOR REJECTION BY SUCH BUYER AND (II) THE LTV BASED UPON
AN APPRAISAL OBTAINED BY THE PROSPECTIVE BUYER (IN THE EVENT THAT SUCH LTV IS
GREATER THAN 95%);
(F)
PROMPTLY UPON ANY MATERIAL AND ADVERSE CHANGE IN THE MARKET VALUE OF ALL OF
THE SELLERS' ASSETS TAKEN AS A WHOLE;
(G)
PROMPTLY UPON NOTICE OR KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT (OTHER
THAN A REPORTABLE EVENT) DESCRIBED IN SECTION 8(N) HEREOF WITHOUT REGARD TO ITS
MATERIALITY; AND
(H)
PROMPTLY UPON NOTICE OR KNOWLEDGE OF THE OCCURRENCE OF ANY MATERIAL
REPORTABLE EVENT.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of each Seller setting forth details of the occurrence
referred to therein and stating what action such Seller has taken or proposes to
take with respect thereto.
7.07
HEDGING. EACH SELLER SHALL DELIVER TO THE BUYER
MONTHLY A WRITTEN SUMMARY OF THE NOTIONAL AMOUNT OF ALL OUTSTANDING INTEREST
RATE PROTECTION AGREEMENTS.
7.08
REPORTS. THE SELLERS SHALL PROVIDE THE BUYER WITH
A QUARTERLY REPORT, WHICH REPORT SHALL INCLUDE, AMONG OTHER ITEMS, A SUMMARY OF
THE SELLERS'