ASSENT TO ANY AMENDMENT OR SUPPLEMENT TO, OR
TERMINATION OF, ANY SECURITIZATION DOCUMENT, OR OTHER MATERIAL AGREEMENT OR
INSTRUMENT RELATING TO THE PURCHASED SECURITIES (OTHER THAN WITH RESPECT TO
MINISTERIAL AMENDMENTS AND MODIFICATIONS);
(H)
ADMIT ANY ADDITIONAL LEGAL OR BENEFICIAL OWNER IN SELLER, OR
PERMIT THE RESPECTIVE SOLE LEGAL AND BENEFICIAL OWNER OF SELLER TO ASSIGN OR
TRANSFER ALL OR ANY PORTION OF ITS OWNERSHIP INTEREST IN SELLER;
(I)
AT ANY TIME AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, VOTE OR TAKE ANY ACTION TO EXERCISE ANY RIGHTS AFFORDED TO A HOLDER
OF THE PURCHASED SECURITIES UNDER THE RELATED SECURITIZATION DOCUMENTS; OR
(J)
AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF ANY DEFAULT
OR EVENT OF DEFAULT, 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.
12.
AFFIRMATIVE COVENANTS OF SELLER
(A)
SELLER SHALL AS SOON AS REASONABLY POSSIBLE NOTIFY 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 BUYER WITH COPIES OF SUCH DOCUMENTS AS 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 THE BUYER
IN AND TO THE COLLATERAL AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO
REMOVE, THE LIENS, SECURITY
28
INTERESTS, CLAIMS AND DEMANDS OF ALL PERSONS (OTHER THAN SECURITY INTERESTS BY
OR THROUGH BUYER) AND (2) SHALL, AT BUYER'S REASONABLE REQUEST, TAKE ALL ACTION
NECESSARY TO ENSURE THAT BUYER WILL HAVE A FIRST PRIORITY SECURITY INTEREST IN
THE PURCHASED SECURITIES SUBJECT TO ANY OF THE TRANSACTIONS IN THE EVENT SUCH
TRANSACTIONS ARE RECHARACTERIZED AS SECURED FINANCINGS.
(D)
SELLER SHALL NOTIFY BUYER AND THE SECURITIES INTERMEDIARY 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 AN
AUTHORIZED OFFICER OF SELLER IDENTIFIED AS SUCH ON EXHIBIT II OBTAINED ACTUAL
KNOWLEDGE OF SUCH EVENT.
(E)
RESERVED.
(F)
WITH RESPECT TO EACH PURCHASED SECURITY, IN THE EVENT SELLER
MAINTAINS A HEDGING STRATEGY AND ENTERS INTO HEDGING TRANSACTIONS SUCH STRATEGY
AND HEDGING TRANSACTIONS SHALL BE SUBJECT TO THE MUTUAL AGREEMENT WITH THE
BUYER.
WITH RESPECT TO ANY SUCH HEDGING TRANSACTION SO AGREED TO, THE PAYMENTS
AND RELATED VALUE (POSITIVE OR NEGATIVE) DUE THEREUNDER AND UNDER ANY
TRANSACTION SHALL BE NETTED.
(G)
SELLER SHALL PROMPTLY (AND IN ANY EVENT NOT LATER THAN TWO (2)
BUSINESS DAYS FOLLOWING RECEIPT WITH RESPECT TO CLAUSES (I) AND (II) BELOW)
DELIVER TO BUYER (I) ANY NOTICE OF THE OCCURRENCE OF AN EVENT