IN EACH CASE, IN ANY MANNER WOULD CREATE ANY LIEN OR CHARGE UPON THE
COLLATERAL, OTHER THAN ANY SUCH TAXES THAT ARE BEING APPROPRIATELY CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO
WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
(O)
SELLER SHALL ADVISE BUYER IN WRITING OF THE OPENING OF ANY NEW
CHIEF EXECUTIVE OFFICE OR THE CLOSING OF ANY SUCH OFFICE AND OF ANY CHANGE IN
SELLER'S NAME OR THE PLACES WHERE THE BOOKS AND RECORDS PERTAINING TO THE
PURCHASED ASSETS ARE HELD NOT LESS THAN FIFTEEN (15) BUSINESS DAYS PRIOR TO
TAKING ANY SUCH ACTION.
(P)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE COLLATERAL AND
PURCHASED ITEMS AND THE CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A
DEGREE OF PRUDENCE THAN IF THE COLLATERAL AND PURCHASED ITEMS WERE HELD BY
SELLER FOR ITS OWN ACCOUNT AND WILL FURNISH BUYER, UPON REASONABLE REQUEST BY
BUYER OR ITS DESIGNATED REPRESENTATIVE, WITH REASONABLE INFORMATION
55
OBTAINABLE BY SELLER WITH RESPECT TO THE COLLATERAL AND PURCHASED ITEMS AND THE
CONDUCT AND OPERATION OF ITS BUSINESS.
(Q)
SELLER SHALL PROVIDE BUYER WITH REASONABLE ACCESS TO OPERATING
STATEMENTS, THE OCCUPANCY STATUS AND OTHER PROPERTY LEVEL INFORMATION WITH
RESPECT TO THE UNDERLYING REAL ESTATE DIRECTLY OR INDIRECTLY SECURING OR
SUPPORTING SUCH PURCHASED ASSETS THAT EITHER IS IN SELLER'S POSSESSION OR IS
AVAILABLE TO SELLER, PLUS ANY SUCH ADDITIONAL REPORTS AS BUYER MAY REASONABLY
REQUEST.
(R)
SELLER SHALL ENTER INTO HEDGING TRANSACTIONS WITH RESPECT TO EACH
OF THE HEDGE-REQUIRED ASSETS TO THE EXTENT NECESSARY TO HEDGE INTEREST RATE RISK
ASSOCIATED WITH THE PURCHASE PRICE ON SUCH HEDGE-REQUIRED ASSETS, IN A MANNER
REASONABLY ACCEPTABLE TO BUYER, TO THE EXTENT THAT SUCH HEDGING TRANSACTIONS
WILL NOT GIVE RISE TO NON-QUALIFYING REIT INCOME UNDER SECTION 856 OF THE CODE.
(S)
SELLER SHALL TAKE ALL SUCH STEPS AS THE BUYER DEEMS NECESSARY TO
PERFECT THE SECURITY INTEREST GRANTED PURSUANT TO ARTICLE 6 IN THE HEDGING
TRANSACTIONS, SHALL TAKE SUCH ACTION AS SHALL BE NECESSARY OR ADVISABLE TO
PRESERVE AND PROTECT SELLER'S INTEREST UNDER ALL SUCH HEDGING TRANSACTIONS
(INCLUDING, WITHOUT LIMITATION, REQUIRING THE POSTING OF ANY REQUIRED ADDITIONAL
ELIGIBLE COLLATERAL THEREUNDER, AND HEREBY AUTHORIZES BUYER TO TAKE ANY SUCH
ACTION THAT SELLER FAILS TO TAKE AFTER DEMAND THEREFOR BY BUYER.
SELLER SHALL
PROVIDE THE CUSTODIAN WITH COPIES OF ALL DOCUMENTATION RELATING TO HEDGING
TRANSACTIONS WITH QUALIFIED HEDGE COUNTERPARTIES PROMPTLY AFTER ENTERING INTO
SAME.
ALL HEDGING TRANSACTIONS, IF ANY, ENTERED INTO BY SELLER WITH BUYER OR
ANY OF ITS AFFILIATES IN RESPECT OF ANY PURCHASED ASSET SHALL BE TERMINATED
CONTEMPORANEOUSLY WITH THE REPURCHASE OF SUCH PURCHASED ASSET ON THE REPURCHASE
DATE THEREFOR.
ARTICLE 13.
EVENTS OF DEFAULT; REMEDIES
(A)
EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF
DEFAULT" UNDER THIS AGREEMENT:
(I)
SELLER SHALL FAIL TO REPURCHASE PURCHASED ASSETS UPON THE
APPLICABLE REPURCHASE DATE;
(II)
BUYER SHALL FAIL TO RECEIVE ON ANY REMITTANCE DATE THE ACCRETED
VALUE OF THE PRICE DIFFERENTIAL (LESS ANY AMOUNT OF SUCH PRICE DIFFERENTIAL