DATE OF SUCH CERTIFICATE THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN
ARTICLE 10 ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS WITH THE SAME
FORCE AND EFFECT AS IF MADE ON AND AS OF SUCH DATE (OR, IF ANY SUCH
REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF A
SPECIFIC DATE, AS OF SUCH SPECIFIC DATE), AND (B) WITH RESPECT TO THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 10(B)(X)(D) OF THIS
AGREEMENT, NO MATERIAL BREACH HAS OCCURRED; (V) STATING THAT AS OF THE DATE OF
SUCH CERTIFICATE NO "TERMINATION EVENT", "EVENT OF DEFAULT", "POTENTIAL EVENT OF
DEFAULT" OR ANY SIMILAR EVENT BY SELLER, HOWEVER DENOMINATED, HAS OCCURRED AND
IS CONTINUING UNDER ANY HEDGING TRANSACTION; AND (VII) SHOWING IN DETAIL THE
CALCULATIONS SUPPORTING SUCH RESPONSIBLE OFFICER'S CERTIFICATION OF THE
APPLICABLE SELLER'S COMPLIANCE WITH THE FINANCIAL REQUIREMENTS OF ARTICLE 11;
54
(VII)
WITH RESPECT TO EACH ELIGIBLE ASSET THAT IS A CMBS OR A JUNIOR
INTEREST, AS SOON AS AVAILABLE BUT IN ANY EVENT NOT LATER THAN TEN (10) DAYS
AFTER RECEIPT THEREOF, THE RELATED MONTHLY SECURITIZATION REPORT;
(VIII)
WITHIN FIFTEEN (15) DAYS AFTER EACH MONTH END, A LISTING OF ANY
CHANGES IN ALL HEDGING TRANSACTIONS, QUALIFIED HEDGE COUNTERPARTIES AND THE
MATERIAL TERMS OF EACH HEDGING TRANSACTION; AND
(IX)
WITHIN FIFTEEN (15) DAYS AFTER EACH MONTH END, A MONTHLY
REPORTING PACKAGE SUBSTANTIALLY IN THE FORM OF EXHIBIT III ATTACHED HERETO.
(K)
SELLER SHALL MAKE A REPRESENTATIVE AVAILABLE TO BUYER EVERY MONTH
FOR ATTENDANCE AT A TELEPHONE CONFERENCE, THE DATE OF WHICH TO BE MUTUALLY
AGREED UPON BY BUYER AND SELLER, REGARDING THE STATUS OF EACH PURCHASED ASSET,
SELLER'S COMPLIANCE WITH THE REQUIREMENTS OF ARTICLES 11 AND 12, AND ANY OTHER
MATTERS RELATING TO THE TRANSACTION DOCUMENTS OR TRANSACTIONS THAT BUYER WISHES
TO DISCUSS WITH SELLER.
(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 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 FAIRLY
IN ACCORDANCE WITH GAAP, IN A SIMILAR MANNER AS PRESENTED IN THE AICPA AUDIT AND
ACCOUNTING GUIDE, "AUDITS OF INVESTMENT COMPANIES," 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 COLLATERAL
THAT,