AN OFFICER'S CERTIFICATE;
(II)
PROMPTLY AFTER THE END OF EACH MONTH, TO THE EXTENT PROVIDED BY
THE APPLICABLE SERVICER, WITH RESPECT TO ELIGIBLE ASSETS THAT ARE ELIGIBLE
LOANS, ANY AND ALL CERTIFIED FINANCIAL STATEMENTS AND RENT ROLLS RECEIVED FROM
AN APPLICABLE ELIGIBLE LOAN BORROWER;
53
(III)
WITHIN ONE-HUNDRED AND TWENTY (120) DAYS AFTER THE LAST DAY OF
ITS FISCAL YEAR, SELLER'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS, PREPARED BY
A NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM AND
PRESENTED FAIRLY IN ACCORDANCE WITH GAAP INCLUDING A STATEMENT OF OPERATIONS AND
A STATEMENT OF CHANGES IN CASH FLOWS FOR SUCH QUARTER AND STATEMENT OF NET
ASSETS AS OF THE END OF SUCH QUARTER IN A SIMILAR MANNER AS PRESENTED IN THE
AICPA AUDIT AND ACCOUNTING GUIDE, "AUDITS OF INVESTMENT COMPANIES", AND (Y) THE
AUDITED STATEMENTS OF INCOME AND STATEMENTS OF CHANGES IN CASH FLOW FOR SUCH
YEAR AND BALANCE SHEETS AS OF THE END OF SUCH YEAR OF SELLER ACCOMPANIED BY AN
UNQUALIFIED REPORT OF THE NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC
ACCOUNTING FIRM THAT PREPARED THEM;
(IV)
PROMPTLY AFTER RECEIPT OF SAME, BUT, IN ANY EVENT, WITHIN 20 DAYS
AFTER THE LAST DAY OF EACH CALENDAR QUARTER IN ANY FISCAL YEAR, ANY AND ALL
PROPERTY LEVEL FINANCIAL INFORMATION WITH RESPECT TO THE PURCHASED ASSETS THAT
IS IN THE POSSESSION OF SELLER INCLUDING, WITHOUT LIMITATION, RENT ROLLS AND
INCOME STATEMENTS FOR THE IMMEDIATELY PRECEDING QUARTER AND, WHEN AVAILABLE, FOR
THE PRECEDING YEAR;
(V)
WITHIN SIXTY (60) DAYS AFTER THE LAST DAY OF EACH CALENDAR QUARTER
IN ANY FISCAL YEAR, AN OFFICER'S CERTIFICATE FROM SELLER ADDRESSED TO BUYER
CERTIFYING THAT, AS OF SUCH CALENDAR MONTH, (X) SELLER IS IN COMPLIANCE WITH ALL
OF THE TERMS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT, AND (Y) NO EVENT OF
DEFAULT EXISTS;
(VI)
WITHIN FIFTEEN (15) DAYS AFTER THE LAST DAY OF EACH MONTH, A
CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT XIX TO THIS
AGREEMENT (THE "COVENANT COMPLIANCE CERTIFICATE"), FROM A RESPONSIBLE OFFICER OF
SELLER, DELIVERED NO LATER THAN ONE BUSINESS DAY PRIOR TO THE DATE OF SUCH
TRANSACTION, (I) STATING THAT AS OF THE DATE OF SUCH CERTIFICATE, SELLER IS NOT
AWARE OF ANY FACTS, OR PENDING DEVELOPMENTS, THAT HAVE CAUSED, OR MAY IN THE
FUTURE CAUSE, THE MARKET VALUE OF ANY PURCHASED ASSET TO DECLINE AT ANY TIME
WITHIN THE REASONABLY FORESEEABLE FUTURE; (II) STATING THAT, AS OF THE DATE OF
SUCH CERTIFICATE AND SINCE THE DATE OF THE CERTIFICATE MOST RECENTLY DELIVERED
PURSUANT TO ARTICLE 12(J), SELLER HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS
AND OTHER AGREEMENTS IN ALL MATERIAL RESPECTS, AND SATISFIED IN ALL MATERIAL
RESPECTS, EVERY CONDITION, CONTAINED IN THIS AGREEMENT AND THE RELATED DOCUMENTS
TO BE OBSERVED, PERFORMED OR SATISFIED BY IT; (III) STATING THAT AS OF THE DATE
OF SUCH CERTIFICATE SUCH RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY
DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(IV) STATING THAT (A) OTHER THAN AS SET FORTH IN CLAUSE (B) BELOW, AS OF THE