Common use of Covenants of the Trust Clause in Contracts

Covenants of the Trust. Regarding the Conduct of Business The Trust covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, unless BPY shall otherwise agree in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement or as is otherwise required by applicable Law or Governmental Entity, or as required by the terms of any existing contract that is in effect as of the date of this Agreement: (a) the business of the Trust and its subsidiaries shall be conducted only, and the Trust and its subsidiaries shall not take any action except, in the Ordinary Course of Business, and the Trust shall, and shall cause its subsidiaries and its and their representatives to, use commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationships; (b) the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) amend its articles of incorporation, memorandum of association, articles of association or other comparable formation or organizational documents; (ii) adjust, split, combine or reclassify its units or declare, set aside or pay any dividend on or make any distribution (except for regular monthly distributions declared in the Ordinary Course of Business and not exceeding $0.1092 per Trust Unit) or payment or return of capital in respect of the Trust Units or in respect of the equity interests of any subsidiary of the Trust that is not directly or indirectly wholly owned by the Trust (in each case, whether in cash or property); (iii) issue, grant, sell or cause or, permit a Lien to be created on, or agree to issue, grant, sell or cause or permit a Lien to be created on any units of the Trust or its subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, units of the Trust or any of its subsidiaries, other than (A) the issuance of Trust Units issuable pursuant to the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (iv) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securities convertible into or exchangeable or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in (A) accordance with the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (v) amend or modify the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the winding-up, liquidation or dissolution of the Trust or any of its subsidiaries; or (vii) authorize or propose any of the foregoing, or enter into, modify or terminate any contract with respect to any of the foregoing; (c) the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly other than in the Ordinary Course of Business: (i) sell, pledge, lease, license, dispose of or cause or permit any material Liens to be created on any material assets (including the shares of any subsidiary) of the Trust or of any of its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division thereof or any property or asset, or make any investment either by the purchase of securities, contributions of capital (other than to wholly-owned subsidiaries), property transfer, or purchase of any property or enter into or extend any option to acquire, or exercise an option to acquire, any property or assets of any other person; (iii) incur any material indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (iv) voluntarily repay any material indebtedness other than debts owing to trade creditors that are repaid in the ordinary course of business; (v) make or commit to make any material capital expenditures; (vi) take any action that would cause any of the representations or warranties set forth in Article 3 to be untrue as of the date of this Agreement or would reasonably be expected to result in the condition set out in Section 5.2(b) not being satisfied; (vii) pay, discharge or satisfy any claims, liabilities or obligations other than the payment, discharge or satisfaction of liabilities that were incurred in the ordinary course of business and are reflected or reserved against in the Trust’s most recent financial statements; (viii) waive, release, grant or transfer any rights of material value; (ix) enter into a new line of business; or (x) authorize or propose any of the foregoing, or enter into or modify any contract to do any of the foregoing; (d) the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly, other than in the Ordinary Course of Business: (i) enter into any contract with respect to the purchase, sale, disposition or development of any asset or property outside the ordinary course of business or that would impose payment or other obligations on the Trust or any of its subsidiaries; (ii) enter into any contract or series of contracts resulting in a new contract or series of related new contracts that would result in any contract having a term in excess of 12 months and that would not be terminable by the Trust or its subsidiaries upon notice of 60 days or less from the date of the relevant contract; (iii) enter into any contract that would limit or otherwise restrict the Trust or any of its subsidiaries or any of their successors, or that would, after the Closing Time, limit or otherwise restrict BPY or any of its respective affiliates or any of its successors, from engaging or competing in any line of business or in any geographic area; or (iv) waive, release or amend, in any material respect any contract of the type described in clause (ii) above; (e) other than in the Ordinary Course of Business and other than as is necessary to comply with applicable Laws, or existing employee benefit plans or contracts, or, in the case of employees, off-cycle adjustments granted in the Ordinary Course of Business or pursuant to arrangements that, prior to the date of this Agreement, have been disclosed to BPY and approved by the compensation committee of the Board of Trustees, neither the Trust nor any of its subsidiaries, in respect of any of their respective employees, shall (i) grant to any senior employee, officer, director or trustee of the Trust or of any of its subsidiaries an increase in compensation in any form; (ii) grant any general salary increase or increase to benefits; (iii) take any action with respect to the grant of any severance or termination pay; (iv) enter into any employment, bonus, change of control, severance, deferred compensation or other similar agreement or amend any such existing agreement, with any employee, officer, director or trustee of the Trust or any of its subsidiaries; (v) increase any benefits payable under its current severance or termination pay policies; or (vi) adopt or materially amend or make any contribution to any employee benefit plan or other similar plan, agreement, trust, fund or arrangement or take any action to accelerate any rights or benefits or fund or secure the payment of compensation or benefits under any employee benefit plan, or make any person a beneficiary of any retention or severance plan which would entitle such person to payments, vesting, acceleration or any other right as a consequence of consummation of the transactions contemplated by this Agreement and/or termination of employment, provided that the Board of Trustees shall terminate the DTU Plan effective immediately prior to the Closing Time and take all action permitted under the DTU Plan necessary to settle all outstanding DTUs in cash on the Closing Date; (f) other than in the Ordinary Course of Business, it shall not, and shall not permit any of its subsidiaries to, make any loans, advances or capital contributions to, or investments in, or guarantees (other than performance guarantees on behalf of wholly-owned subsidiaries) to, any other person other than to wholly-owned subsidiaries, or make any loans to any officer, director, trustee or employee of the Trust or any of its subsidiaries; and (g) it shall not, and shall not permit any of its subsidiaries to, waive, release, assign, settle or compromise: (i) any material Legal Action or any material claim or material liability; or (ii) any Legal Action that is brought by any current, former or purported holder of any securities of the Trust in its capacity as such and that: (A) requires any payment to such security holder by the Trust or any subsidiary; or (B) adversely affects in any material respect the ability of the Trust and the subsidiaries to conduct their business in a manner consistent with past practice.

Covenants of the Trust. Regarding the Conduct of Business (a) The Trust covenants and agrees that, during has been formed for the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, unless BPY shall otherwise agree in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement or as is otherwise required by applicable Law or Governmental Entity, or as required by the terms of any existing contract that is in effect as of the date of this Agreementfollowing purposes: (ai) to issue the business Notes pursuant to the Indenture, to conduct sales of the Notes and to distribute the proceeds of the sale of the Notes to the Depositor in consideration of its contribution; (ii) on the Closing Date for any such placement of Notes and pursuant to the Basic Documents, to pledge the Mortgage Loans to the Indenture Trustee, on behalf of the Noteholders and the Note Insurer, as security for the Trust's obligations under the Notes; (iii) in the event of the occurrence of a breach of certain representations and warranties, to cause the substitution or repurchase of the related Mortgage Loans by the Originators; (iv) to distribute to the Noteholders any portion of the Basic Documents released from the lien of and remitted to the Trust pursuant to the Basic Documents; (v) to enter into and perform its obligations under the Basic Documents and engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith and (vi) to engage in other such activities as may be required in connection with conservation of the Trust Estate and its subsidiaries shall be conducted only, and making of distributions to the Trust and its subsidiaries shall not take any action except, in the Ordinary Course of Business, and the Trust shall, and shall cause its subsidiaries and its and their representatives to, use commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationships;Notes. (b) the The Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly: shall: (i) amend its articles maintain separate corporate records and books of incorporation, memorandum account from those of association, articles the Originators or any of association or other comparable formation or organizational documents; their affiliates; (ii) adjust, split, combine or reclassify maintain its units or declare, set aside or pay any dividend on or make any distribution (except for regular monthly distributions declared in the Ordinary Course of Business and not exceeding $0.1092 per Trust Unit) or payment or return of capital in respect assets separate from those of the Trust Units Originators or in respect any of the equity interests of any subsidiary of the Trust that is not directly or indirectly wholly owned by the Trust (in each case, whether in cash or property)their affiliates; and (iii) issue, grant, sell or cause or, permit a Lien to be created on, or agree to issue, grant, sell or cause or permit a Lien to be created conduct correspondence in their own name on any units of the Trust or its subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, units of the Trust or any of its subsidiaries, other than (A) the issuance of Trust Units issuable pursuant to the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (iv) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securities convertible into or exchangeable or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in (A) accordance with the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (v) amend or modify the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the winding-up, liquidation or dissolution of the Trust or any of its subsidiaries; or (vii) authorize or propose any of the foregoing, or enter into, modify or terminate any contract with respect to any of the foregoing;own stationery. (c) the The Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly other than in the Ordinary Course of Business: : (i) sell, pledgetransfer, lease, license, exchange or otherwise dispose of any portion of the Trust Estate, except as expressly permitted by this Indenture and the other Basic Documents; (ii) claim any credit on, or cause make any deduction from, the principal of, or interest on, any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (iii) engage in any business or activity other than as permitted by the Trust Agreement or other than in connection with, or relating to, the issuance of the Notes pursuant to this Indenture, or amend the Trust Agreement, as in effect on the Closing Date, other than with the consent of the Note Insurer in accordance with Section 11.01 of the Trust Agreement; (iv) incur, issue, assume or otherwise become liable for any indebtedness other than the Notes; (v) incur, assume, guaranty or agree to indemnify any Person with respect to any indebtedness of any Person, except for such indebtedness as may be incurred by the Trust in connection with the issuance of the Notes pursuant to this Indenture; (vi) subject to Article IX of the Trust Agreement, dissolve or liquidate in whole or in part (until the Notes are paid in full); (vii) become involved in the day to day management of any other Person, and it shall operate so as not to be substantively consolidated with any other Person; (viii) not act as an agent of any other entity or Person except pursuant to contractual documents indicating such capacity; (A) permit the validity or effectiveness of this Indenture or any Grant to be impaired, or permit the lien of this Indenture to be impaired, amended, hypothecated, subordinated, terminated or discharged, or permit any material Liens Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on any material assets (including the shares of any subsidiary) of or extend to or otherwise arise upon or burden the Trust Estate or of any of its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division part thereof or any property interest therein or assetthe proceeds thereof, or make any investment either by (C) permit the purchase lien of securities, contributions of capital (other than this Indenture not to wholly-owned subsidiaries), property transfer, or purchase of any property or enter into or extend any option to acquire, or exercise an option to acquire, any property or assets of any other person; (iii) incur any material indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (iv) voluntarily repay any material indebtedness other than debts owing to trade creditors that are repaid constitute a valid perfected first priority security interest in the ordinary course of business; (v) make or commit to make any material capital expenditures; (vi) take any action that would cause any of the representations or warranties set forth in Article 3 to be untrue as of the date of this Agreement or would reasonably be expected to result in the condition set out in Section 5.2(b) not being satisfied; (vii) pay, discharge or satisfy any claims, liabilities or obligations other than the payment, discharge or satisfaction of liabilities that were incurred in the ordinary course of business and are reflected or reserved against in the Trust’s most recent financial statements; (viii) waive, release, grant or transfer any rights of material value; (ix) enter into a new line of business; or (x) authorize or propose any of the foregoing, or enter into or modify any contract to do any of the foregoing; (d) the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly, other than in the Ordinary Course of Business: (i) enter into any contract with respect to the purchase, sale, disposition or development of any asset or property outside the ordinary course of business or that would impose payment or other obligations on the Trust or any of its subsidiaries; (ii) enter into any contract or series of contracts resulting in a new contract or series of related new contracts that would result in any contract having a term in excess of 12 months and that would not be terminable by the Trust or its subsidiaries upon notice of 60 days or less from the date of the relevant contract; (iii) enter into any contract that would limit or otherwise restrict the Trust or any of its subsidiaries or any of their successors, or that would, after the Closing Time, limit or otherwise restrict BPY or any of its respective affiliates or any of its successors, from engaging or competing in any line of business or in any geographic area; or (iv) waive, release or amend, in any material respect any contract of the type described in clause (ii) above; (e) other than in the Ordinary Course of Business and other than as is necessary to comply with applicable Laws, or existing employee benefit plans or contracts, or, in the case of employees, off-cycle adjustments granted in the Ordinary Course of Business or pursuant to arrangements that, prior to the date of this Agreement, have been disclosed to BPY and approved by the compensation committee of the Board of Trustees, neither the Trust nor any of its subsidiaries, in respect of any of their respective employees, shall (i) grant to any senior employee, officer, director or trustee of the Trust or of any of its subsidiaries an increase in compensation in any form; (ii) grant any general salary increase or increase to benefits; (iii) take any action with respect to the grant of any severance or termination pay; (iv) enter into any employment, bonus, change of control, severance, deferred compensation or other similar agreement or amend any such existing agreement, with any employee, officer, director or trustee of the Trust or any of its subsidiaries; (v) increase any benefits payable under its current severance or termination pay policies; or (vi) adopt or materially amend or make any contribution to any employee benefit plan or other similar plan, agreement, trust, fund or arrangement or take any action to accelerate any rights or benefits or fund or secure the payment of compensation or benefits under any employee benefit plan, or make any person a beneficiary of any retention or severance plan which would entitle such person to payments, vesting, acceleration or any other right as a consequence of consummation of the transactions contemplated by this Agreement and/or termination of employment, provided that the Board of Trustees shall terminate the DTU Plan effective immediately prior to the Closing Time and take all action permitted under the DTU Plan necessary to settle all outstanding DTUs in cash on the Closing Date; (f) other than in the Ordinary Course of Business, it shall not, and shall not permit any of its subsidiaries to, make any loans, advances or capital contributions to, or investments in, or guarantees (other than performance guarantees on behalf of wholly-owned subsidiaries) to, any other person other than to wholly-owned subsidiaries, or make any loans to any officer, director, trustee or employee of the Trust or any of its subsidiaries; and (g) it shall not, and shall not permit any of its subsidiaries to, waive, release, assign, settle or compromise: (i) any material Legal Action or any material claim or material liabilityEstate; or (iix) take any Legal Action other action that is brought by should reasonably be expected to, or fail to take any currentaction if such failure should reasonably be expected to, former or purported holder of any securities cause the Trust to be taxable as (X) an association pursuant to Section 7701 of the Trust in its capacity as such and that: Code or (AY) requires any payment a taxable mortgage pool pursuant to such security holder by the Trust or any subsidiary; or (BSection 7701(i) adversely affects in any material respect the ability of the Trust and the subsidiaries to conduct their business in a manner consistent with past practiceCode.

Covenants of the Trust. Regarding the Conduct of Business The Trust hereby covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, unless BPY shall otherwise agree in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement or as is otherwise required by applicable Law or Governmental Entity, or as required by the terms of any existing contract that is in effect as of the date of this Agreementfollows: (a) the business each Portfolio is a series of the Trust and its subsidiaries shall be conducted only, and it has duly authorized the Trust and its subsidiaries shall not take any action except, in the Ordinary Course issuance of Business, and the Trust shall, and shall cause its subsidiaries and its and their representatives to, use commercially reasonable efforts an unlimited number of shares with respect to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationshipseach Portfolio; (b) it will take all action necessary to register Shares under the Trust Securities Laws so that there will be available for sale the number of Shares Distributor may reasonably be expected to sell and it shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) amend its articles of incorporation, memorandum of association, articles of association or other comparable formation or organizational documents; (ii) adjust, split, combine or reclassify its units or declare, set aside or pay any dividend on or make any distribution (except for regular monthly distributions declared in the Ordinary Course of Business and not exceeding $0.1092 per Trust Unit) or payment or return of capital in respect of the Trust Units or in respect of the equity interests of any subsidiary of the Trust that is not directly or indirectly wholly owned by the Trust (in each case, whether in cash or property); (iii) issue, grant, sell or cause or, permit a Lien to be created on, or agree to issue, grant, sell or cause or permit a Lien to be created on any units of the Trust or its subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, units of the Trust or any of its subsidiaries, other than (A) the issuance of Trust Units issuable pursuant to the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (iv) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securities convertible into or exchangeable or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in (A) accordance all fees associated with the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (v) amend or modify the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the winding-up, liquidation or dissolution of the Trust or any of its subsidiaries; or (vii) authorize or propose any of the foregoing, or enter into, modify or terminate any contract with respect to any of the foregoingsaid registration; (c) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly other than in the Ordinary Course of Business: (i) sell, pledge, lease, license, dispose of or cause or permit any material Liens to be created on any material assets (including the shares of any subsidiary) of the Trust or of any of its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division thereof or any property or asset, or make any investment either by the purchase of securities, contributions of capital (other than to wholly-owned subsidiaries), property transfer, or purchase of any property or enter into or extend any option to acquire, or exercise same with an option to acquire, any property or assets of any other person; (iii) incur any material indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (iv) voluntarily repay any material indebtedness other than debts owing to trade creditors that are repaid in the ordinary course of business; (v) make or commit to make any material capital expenditures; (vi) take any action that would cause any of the representations or warranties set forth in Article 3 to be untrue as of the date of this Agreement or would reasonably be expected to result in the condition set out in Section 5.2(b) not being satisfied; (vii) pay, discharge or satisfy any claims, liabilities or obligations other than the payment, discharge or satisfaction of liabilities that were incurred in the ordinary course of business and are reflected or reserved against in the Trust’s most recent financial statements; (viii) waive, release, grant or transfer any rights of material value; (ix) enter into a new line of business; or (x) authorize or propose any of the foregoing, or enter into or modify any contract to do any of the foregoingapplicable regulatory body; (d) no Prospectus includes an untrue statement of a material fact or omits to state a material fact that is required to be stated therein so as to make the Trust shall not, and shall statements contained in such Prospectus not permit any of its subsidiaries to, directly or indirectly, other than in the Ordinary Course of Business: (i) enter into any contract with respect to the purchase, sale, disposition or development of any asset or property outside the ordinary course of business or that would impose payment or other obligations on the Trust or any of its subsidiaries; (ii) enter into any contract or series of contracts resulting in a new contract or series of related new contracts that would result in any contract having a term in excess of 12 months and that would not be terminable by the Trust or its subsidiaries upon notice of 60 days or less from the date of the relevant contract; (iii) enter into any contract that would limit or otherwise restrict the Trust or any of its subsidiaries or any of their successors, or that would, after the Closing Time, limit or otherwise restrict BPY or any of its respective affiliates or any of its successors, from engaging or competing in any line of business or in any geographic area; or (iv) waive, release or amend, in any material respect any contract of the type described in clause (ii) abovemisleading; (e) it shall make available to Distributor such number of copies of each Prospectus and all such other than in the Ordinary Course of Business information, financial statements and other than as is necessary to comply with papers, including, without limitation any copies of distribution plans and/or shareholder services plans applicable Laws, or existing employee benefit plans or contracts, or, in the case of employees, off-cycle adjustments granted in the Ordinary Course of Business or pursuant to arrangements that, prior to the date appropriate class of this AgreementShares of each Portfolio, have been disclosed to BPY and approved by which Distributor may reasonably request for use in connection with the compensation committee of the Board of Trustees, neither the Trust nor any of its subsidiaries, in respect of any of their respective employees, shall (i) grant to any senior employee, officer, director or trustee of the Trust or of any of its subsidiaries an increase in compensation in any form; (ii) grant any general salary increase or increase to benefits; (iii) take any action with respect to the grant of any severance or termination pay; (iv) enter into any employment, bonus, change of control, severance, deferred compensation or other similar agreement or amend any such existing agreement, with any employee, officer, director or trustee of the Trust or any of its subsidiaries; (v) increase any benefits payable under its current severance or termination pay policies; or (vi) adopt or materially amend or make any contribution to any employee benefit plan or other similar plan, agreement, trust, fund or arrangement or take any action to accelerate any rights or benefits or fund or secure the payment of compensation or benefits under any employee benefit plan, or make any person a beneficiary of any retention or severance plan which would entitle such person to payments, vesting, acceleration or any other right as a consequence of consummation of the transactions contemplated by this Agreement and/or termination of employment, provided that the Board of Trustees shall terminate the DTU Plan effective immediately prior to the Closing Time and take all action permitted under the DTU Plan necessary to settle all outstanding DTUs in cash on the Closing DateServices; (f) other than in the Ordinary Course of Business, it shall notfully cooperate with requests from government regulators and Distributor for information relating to customers and/or transactions involving the Shares, and shall not permit any of as permitted by law, in order for Distributor to comply with its subsidiaries to, make any loans, advances or capital contributions to, or investments in, or guarantees (other than performance guarantees on behalf of wholly-owned subsidiaries) to, any other person other than to wholly-owned subsidiaries, or make any loans to any officer, director, trustee or employee of the Trust or any of its subsidiariesregulatory obligations; and (g) in the event it shall not, and shall not permit any of its subsidiaries to, waive, release, assign, settle or compromise: (i) any material Legal Action or any material claim or material liability; or (ii) any Legal Action determines that it is brought by any current, former or purported holder of any securities in the interest of the Trust in its capacity as such and that: (A) requires to suspend or terminate the sale of any payment to such security holder by Shares, the Trust or any subsidiary; or (B) adversely affects shall promptly notify Distributor of such fact in any material respect advance and in writing prior to the ability of date on which the Trust and desires to cease offering the subsidiaries to conduct their business in a manner consistent with past practiceShares.