Common use of Future Covenants Clause in Contracts

Future Covenants. (a) For the purpose of facilitating the Purchaser's or any Depositor's reporting obligations under the Exchange Act with respect to any class of asset-backed securities collateralized by any of the Mortgage Loans, the Seller agrees to use its reasonable efforts to provide, within 5 business days and in no event later than within 10 days of the Seller's receipt from Purchaser of (i) a statement from Purchaser setting forth the percentage of Mortgage Loans as a percentage of the then-current pool composition that were acquired by the Seller from Terwin Advisors LLC and UBS (each a "Third Party Originator") (which, in each case shall be identified by name by Purchaser in such statement), for such pool is in excess of twenty percent (20%) of such pool (or such other percentage as shall be required in any amendment to Regulation AB (or as a result of any rules or regulations promulgated by the Commission or interpretive guidance provided by the Commission or its staff) which would necessitate the disclosures set forth in subclause (ii) of this paragraph 4(a)), and (ii) Purchaser's written request to the Seller for (A) a written description of (x) any litigation or governmental proceedings pending against the Seller or such identified Third-Party Originator which are likely to materially and adversely affect either the Seller's or such Third-Party Originator's financial condition, the conduct of its respective business or the Mortgage Loans contained in such pool in the aggregate), (B) any Event of Default known to the Seller under the terms of this Assignment or the Purchase Agreement and (C) a description of whether, and if so, how, the Seller or any such Third-Party Originator is an affiliate (as such term is defined in Section 1119 of Regulation AB) of such entities as shall be identified in Purchaser's written request, which identification must include, at a minimum, entity legal name, address of principal place of business, and such entity's role in the related securities transaction, which role shall, in each case, be of a nature that disclosure of such information is required by Item 1119 of Regulation AB (such written notice and request described in this paragraph 1(a), the "Disclosure Request").

Future Covenants. (a) For the purpose of facilitating the Purchaser's or any Depositor's reporting obligations under the Exchange Act with respect to any class of asset-backed securities collateralized by any of the Mortgage Loans, the Seller agrees to use its reasonable efforts to provide, within 5 business days and in no event later than within 10 days of the Seller's receipt from Purchaser of (i) a statement from Purchaser setting forth to the percentage of Mortgage Loans as a percentage of effect that the then-current pool composition that were acquired by percentage relating to the Seller from Terwin Advisors LLC and UBS (each a "Third Mortgage Loans of Sovereign or one or more of Sovereign's Third-Party Originator") Originators [DELETE THIRD-PARTY ORIGINATOR CONCEPT FOR UBS] (which, in each case shall be identified by name by Purchaser in such statement), for such pool is in excess of twenty percent (20%) of such pool (or such other percentage as shall be required in any amendment to Regulation AB (or as a result of any rules or regulations promulgated by the Commission or interpretive guidance provided by the Commission or its staff) which would necessitate the disclosures set forth in subclause (ii) of this paragraph 4(a)), and (ii) Purchaser's written request to the Seller for (A) a written description of (x) any litigation or governmental proceedings pending against the Seller or such identified Sovereign Third-Party Originator which are likely that is material to materially and adversely affect either the Seller's or such Third-Party Originator's financial condition, the conduct of its respective business or the Mortgage Loans contained in such pool investors in the aggregaterelated asset-backed securities (within the meaning of Item 1117 of Regulation AB), (B) any Event of Default known to the Seller under the terms of this Assignment or the Purchase Agreement and (C) a description of whether, and if so, how, the Seller or any such Sovereign Third-Party Originator is an affiliate (as such term is defined in Section 1119 of Regulation AB) of [, or whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party with,][DELETE FOR UBS] such entities as shall be identified in Purchaser's written request, which identification must include, at a minimum, entity legal name, address of principal place of business, and such entity's role in the related securities transactiontransaction [, which role shall, in each case, be of a nature that disclosure of such information is required by Item 1119 of Regulation AB AB][TERWIN ONLY] (such written notice and request described in this paragraph 1(a), the "Disclosure Request").