THE PURCHASED LOANS THAT IS IN THE POSSESSION OF THE
SELLER OR AN AFFILIATE, INCLUDING, WITHOUT LIMITATION, RENT ROLLS AND INCOME
STATEMENTS; AND
(IV)
WITHIN 60 DAYS AFTER THE LAST DAY OF EACH
CALENDAR QUARTER IN ANY FISCAL YEAR, AN OFFICER'S CERTIFICATE FROM THE SELLER
ADDRESSED TO EACH BUYER CERTIFYING THAT, AS OF SUCH CALENDAR MONTH, (X) SELLER
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL OF THE TERMS, CONDITIONS AND
REQUIREMENTS OF THIS AGREEMENT, AND (Y) NO EVENT OF DEFAULT (OTHER THAN WITH
RESPECT TO A BUYER) EXISTS.
(L)
SELLER SHALL AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS WITH
ALL LAWS, ORDINANCES, RULES AND REGULATIONS OF ANY FEDERAL, STATE, MUNICIPAL OR
OTHER PUBLIC AUTHORITY HAVING JURISDICTION OVER SELLER OR ANY OF ITS ASSETS AND
SELLER SHALL DO OR CAUSE TO BE DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE
AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE, AND ALL LICENSES
MATERIAL TO ITS BUSINESS.
(M)
SELLER SHALL AT ALL TIMES KEEP PROPER BOOKS OF RECORDS AND ACCOUNTS
IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ITS TRANSACTIONS IN
ACCORDANCE WITH GAAP AND SET ASIDE ON ITS BOOKS FROM ITS EARNINGS FOR EACH
FISCAL YEAR ALL SUCH PROPER RESERVES IN ACCORDANCE WITH GAAP.
(N)
SELLER SHALL OBSERVE, PERFORM AND SATISFY ALL THE TERMS,
PROVISIONS, COVENANTS AND CONDITIONS REQUIRED TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT, AND SHALL PAY WHEN DUE ALL COSTS, FEES AND EXPENSES REQUIRED TO
BE PAID BY IT, UNDER THE TRANSACTION DOCUMENTS.
SELLER SHALL PAY AND DISCHARGE
ALL TAXES, LEVIES, LIENS AND OTHER CHARGES ON ITS ASSETS AND ON THE ASSETS THAT,
IN EACH CASE, IN ANY MANNER WOULD CREATE ANY LIEN OR CHARGE UPON THE ASSETS,
EXCEPT FOR ANY SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH GAAP.
(O)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE ASSETS AND THE
CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A DEGREE OF PRUDENCE THAN IF
THE ASSETS WERE HELD BY SELLER FOR ITS OWN ACCOUNT AND WILL FURNISH THE
APPLICABLE BUYER, UPON REASONABLE REQUEST BY SUCH BUYER OR ITS DESIGNATED
REPRESENTATIVE, WITH REASONABLE INFORMATION REASONABLY OBTAINABLE BY SELLER WITH
RESPECT TO THE ASSETS AND THE CONDUCT AND OPERATION OF ITS BUSINESS.
(P)
SELLER SHALL PROVIDE LOAN BUYER WITH REASONABLE ACCESS TO
OPERATING STATEMENTS, THE OCCUPANCY STATUS AND OTHER PROPERTY LEVEL INFORMATION,
WITH RESPECT TO THE MORTGAGED PROPERTIES, PLUS ANY SUCH ADDITIONAL REPORTS (TO
THE EXTENT IN SELLER'S POSSESSION) AS LOAN BUYER MAY REASONABLY REQUEST.
44
13.
[INTENTIONALLY OMITTED]
14.
EVENTS OF DEFAULT; REMEDIES
(A)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT (OTHER THAN WITH RESPECT TO BUYER), SELLER HEREBY APPOINTS BUYER AS
ATTORNEY-IN-FACT OF SELLER FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF
THIS AGREEMENT AND TAKING ANY ACTION AND EXECUTING OR ENDORSING ANY INSTRUMENTS
THAT BUYER MAY