Common use of Internalization of Management Clause in Contracts

Internalization of Management. Neither Guarantor shall internalize its management without the prior written consent of Buyer; provided, however, that all such consent requests will be responded to by Buyer in a reasonable manner and within five (5) days after the receipt thereof from Guarantor, and provided, further, that such consent shall be granted by Buyer so long as (1) no Margin Deficit, Default or Event of Default exists, (2) such Guarantor shall, at the time of such internalization, and will continue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) such Guarantor delivers to Buyer a fairness opinion, in form and substance acceptable to Buyer, provided by a nationally recognized expert in the related field acceptable to Buyer.