COMPLETED BY SELLER WHICH ARE FINANCED SOLELY
BASED ON A PLEDGE OF SUCH RESIDUAL CERTIFICATES; AND (II) LIENS ON THE
COLLATERAL CREATED PURSUANT TO THIS AGREEMENT. SELLER WILL DEFEND THE COLLATERAL
AGAINST, AND WILL TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY LIEN,
SECURITY INTEREST OR CLAIM ON OR TO THE COLLATERAL, OTHER THAN THE SECURITY
INTERESTS CREATED UNDER THIS AGREEMENT, AND SELLER WILL DEFEND THE RIGHT, TITLE
AND INTEREST OF BUYER IN AND TO ANY OF THE COLLATERAL AGAINST THE CLAIMS AND
DEMANDS OF ALL PERSONS WHOMSOEVER.
SELLER WILL NOT PERMIT OR ALLOW ANY OF ITS
SUBSIDIARIES TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN, SECURITY INTEREST OR
CLAIM ON OR TO ANY MORTGAGED PROPERTY THAT IS RELATED TO A PURCHASED ASSET,
EXCEPT IN ACCORDANCE WITH THE PROGRAM DOCUMENTS AND ANY MASTER LOAN AGREEMENT.
L)
LIMITATION ON SALE OF ASSETS.
EXCEPT
FOR SALES AND SECURITIZATIONS OF PURCHASED ASSETS WITH RESPECT TO WHICH SELLER
HAS PAID THE REPURCHASE PRICE AS SET FORTH HEREIN, SELLER AND ITS SUBSIDIARIES,
TAKEN AS A COLLECTIVE WHOLE, SHALL NOT CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF (COLLECTIVELY, "TRANSFER"), ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY, BUSINESS OR ASSETS (INCLUDING, WITHOUT LIMITATION, RECEIVABLES AND
LEASEHOLD INTERESTS) WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR ALLOW ANY
SUBSIDIARY TO TRANSFER SUBSTANTIALLY ALL OF SELLER'S CONSOLIDATED ASSETS TAKEN
AS A WHOLE TO ANY PERSON; PROVIDED, THAT SELLER MAY AFTER PRIOR WRITTEN NOTICE
TO BUYER ALLOW SUCH ACTION WITH RESPECT TO ANY SUBSIDIARY WHICH IS NOT A
MATERIAL PART OF SELLER'S OVERALL BUSINESS OPERATIONS.
M)
LIMITATION ON DISTRIBUTIONS.
WITHOUT
BUYER'S CONSENT, EXCEPT FOR CUSTOMARY DISTRIBUTIONS, SELLER SHALL NOT MAKE ANY
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 STOCK OR SENIOR OR SUBORDINATE DEBT 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.
N)
RESERVED.
34
O)
RESTRICTED PAYMENTS.
SELLER SHALL NOT
MAKE ANY RESTRICTED PAYMENTS FOLLOWING AN EVENT OF DEFAULT.
P)
SERVICING TRANSMISSION.
SELLER SHALL
PROVIDE TO BUYER TWO (2) BUSINESS DAYS PRIOR TO EACH REPURCHASE DATE (I) THE
SERVICING TRANSMISSION, WITH RESPECT TO THE MORTGAGED PROPERTIES SERVICED UNDER
THE CUSTODY AGREEMENT BY SERVICER WHICH WERE A PART OF THE PURCHASED ASSETS
PRIOR TO THE FIRST DAY OF THE CURRENT MONTH, SUMMARIZING SERVICER'S DELINQUENCY
AND LOSS EXPERIENCE WITH RESPECT TO MORTGAGED PROPERTIES SERVICED BY SERVICER
(INCLUDING, IN THE CASE OF THE MORTGAGED PROPERTIES AND, SPECIFICALLY, THE
LEASES THEREOF, THE FOLLOWING CATEGORIES: CURRENT, 30-59, 60-89, 90-119, 120-149
AND 150+ DAYS DELINQUENT) AND (II) ANY OTHER INFORMATION REASONABLY REQUESTED BY
BUYER WITH RESPECT TO THE MORTGAGED PROPERTIES.
SERVICER SHALL ALSO INCLUDE IN
THE SERVICING TRANSMISSION SUCH INFORMATION RELATING TO THE SERVICING OF THE
PURCHASED ASSETS AS MAY BE REQUIRED BY BUYER UNDER THE CUSTODY AGREEMENT.
Q)
NO AMENDMENT OR WAIVER.
SELLER WILL NOT,
NOR WILL IT PERMIT