DURING THE CONTINUATION OF ANY EVENT OF
DEFAULT (IN EACH CASE, OTHER THAN WITH RESPECT TO BUYER), MAKE ANY DISTRIBUTION,
PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR, A SINKING OR OTHER ANALOGOUS
FUND FOR THE PURCHASE, REDEMPTION, DEFEASANCE, RETIREMENT OR OTHER ACQUISITION
OF ANY EQUITY OR OWNERSHIP INTEREST OF SELLER, WHETHER NOW OR HEREAFTER
OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT THEREOF, EITHER DIRECTLY
OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF SELLER, IN EACH
CASE, IN EXCESS OF THE MINIMUM AMOUNTS REQUIRED TO BE DISTRIBUTED BY SELLER IN
ORDER TO ENABLE SELLER TO MAINTAIN ITS STATUS AS A REAL ESTATE INVESTMENT TRUST.
12.
AFFIRMATIVE COVENANTS OF SELLER
(A)
SELLER SHALL PROMPTLY NOTIFY EACH BUYER OF ANY MATERIAL ADVERSE
CHANGE IN ITS BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION; PROVIDED, HOWEVER,
THAT NOTHING IN THIS SECTION 12 SHALL RELIEVE SELLER OF ITS OBLIGATIONS UNDER
THIS AGREEMENT.
(B)
SELLER SHALL PROVIDE EACH BUYER WITH COPIES OF SUCH DOCUMENTS AS
SUCH BUYER MAY REASONABLY REQUEST EVIDENCING THE TRUTHFULNESS OF THE
REPRESENTATIONS SET FORTH IN SECTION 10.
(C)
SELLER (1) SHALL DEFEND THE RIGHT, TITLE AND INTEREST OF EACH
BUYER IN AND TO THE ASSETS AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY
TO REMOVE, THE LIENS, SECURITY INTERESTS, CLAIMS AND DEMANDS OF ALL PERSONS
(OTHER THAN SECURITY INTERESTS BY OR THROUGH A BUYER) AND (2) SHALL, AT SUCH
BUYER'S REASONABLE REQUEST, TAKE ALL ACTION NECESSARY TO ENSURE THAT SUCH BUYER
WILL HAVE A FIRST PRIORITY SECURITY INTEREST IN THE PURCHASED SECURITIES AND
PURCHASED LOANS SUBJECT TO ANY OF THE TRANSACTIONS IN THE EVENT SUCH
TRANSACTIONS ARE RECHARACTERIZED AS SECURED FINANCINGS.
(D)
SELLER SHALL NOTIFY SUCH BUYER AND THE DEPOSITORY OF THE
OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO SELLER AS SOON AS
POSSIBLE BUT IN NO EVENT LATER THAN THE SECOND (2ND) BUSINESS DAY AFTER
OBTAINING ACTUAL KNOWLEDGE OF SUCH EVENT.
(E)
[INTENTIONALLY OMITTED].
(F)
[INTENTIONALLY OMITTED].
(G)
SELLER SHALL PROMPTLY (AND IN ANY EVENT NOT LATER THAN TWO (2)
BUSINESS DAYS FOLLOWING RECEIPT) DELIVER TO THE APPLICABLE BUYER (I) ANY WRITTEN
NOTICE OF THE OCCURRENCE OF AN EVENT OF DEFAULT RECEIVED BY SELLER PURSUANT TO
THE SECURITIZATION DOCUMENTS OR PURCHASED LOAN DOCUMENTS; (II) ANY NOTICE OF
TRANSFER OF SERVICING UNDER THE SECURITIZATION DOCUMENTS AND (III)
42
ANY OTHER INFORMATION WITH RESPECT TO THE PURCHASED ASSETS AS MAY BE REASONABLY
REQUESTED BY THE APPLICABLE BUYER FROM TIME TO TIME.
(H)
SELLER WILL PERMIT THE APPLICABLE BUYER OR ITS DESIGNATED
REPRESENTATIVE TO INSPECT SELLER'S RECORDS WITH RESPECT TO THE ASSETS AND THE
CONDUCT AND OPERATION OF ITS BUSINESS RELATED THERETO UPON REASONABLE PRIOR
WRITTEN NOTICE FROM SUCH BUYER OR ITS DESIGNATED REPRESENTATIVE, AT SUCH
REASONABLE TIMES AND WITH REASONABLE FREQUENCY (BUT NOT MORE THAN TWO TIMES
DURING ANY TWELVE CONSECUTIVE MONTH PERIOD SO LONG AS AN EVENT OF DEFAULT HAS
NOT OCCURRED AND IS NOT CONTINUING), AND TO MAKE COPIES OF EXTRACTS OF ANY AND
ALL THEREOF.
BUYER SHALL ACT IN A COMMERCIALLY