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 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 OR
SELLER SHALL MAINTAIN THE APPLICABLE HEDGING TRANSACTION SO LONG AS IT REMAINS
COLLATERAL FOR THE BENEFIT OF THE BUYER, IN EACH CASE, CONTEMPORANEOUSLY WITH
THE REPURCHASE OF SUCH PURCHASED ASSET ON THE REPURCHASE DATE THEREFOR.
(T)
SELLER SHALL AT ALL TIMES ENSURE THAT EACH BORROWER UNDER AN
ACCOMMODATION LOAN BE AT LEAST 51% OWNED AND CONTROLLED BY DCTRT REPO HOLDCO
LLC.
(U)
SELLER SHALL AT ALL TIMES ENSURE THAT IT AND DCTRT REPO HOLDCO LLC
COMPLY WITH THE SPECIAL PURPOSE ENTITY PROVISIONS CONTAINED IN THE ENTITIES'
RESPECTIVE ORGANIZATIONAL DOCUMENTS.
ARTICLE 13.
EVENTS OF DEFAULT; REMEDIES
(A)
EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF
DEFAULT" UNDER THIS AGREEMENT:
(I)
SELLER OR A GUARANTOR 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
PREVIOUSLY PAID BY SELLER TO BUYER) (INCLUDING, WITHOUT LIMITATION, IN THE EVENT
THE INCOME PAID OR DISTRIBUTED ON OR IN RESPECT OF THE PURCHASED ASSETS IS
INSUFFICIENT TO MAKE SUCH PAYMENT AND SELLER DOES NOT MAKE SUCH PAYMENT OR CAUSE
SUCH PAYMENT TO BE MADE) (EXCEPT THAT SUCH FAILURE SHALL NOT BE AN EVENT OF
DEFAULT BY SELLER IF SUFFICIENT INCOME, OTHER THAN PRINCIPAL PAYMENTS, IS ON
DEPOSIT IN THE CASH MANAGEMENT ACCOUNT AND THE DEPOSITORY FAILS TO REMIT SUCH
FUNDS TO BUYER);
61
(III)
SELLER OR A GUARANTOR SHALL FAIL TO CURE ANY MARGIN DEFICIT, TO
THE EXTENT SUCH MARGIN DEFICIT EQUALS OR EXCEEDS THE MINIMUM TRANSFER AMOUNT, IN
ACCORDANCE WITH ARTICLE 4 OF THIS AGREEMENT;
(IV)
SELLER OR A GUARANTOR SHALL FAIL TO MAKE ANY PAYMENT NOT OTHERWISE
ADDRESSED UNDER THIS ARTICLE 13(A) OWING TO BUYER THAT HAS BECOME DUE, WHETHER
BY ACCELERATION OR OTHERWISE UNDER THE TERMS OF THIS AGREEMENT, WHICH FAILURE IS
NOT REMEDIED WITHIN THREE (3) BUSINESS DAYS OF NOTICE THEREOF;
(V)
SELLER SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY
AGREEMENT CONTAINED IN ARTICLE 11 OF THIS AGREEMENT,