SELLER.
(XVIII)
FULL AND ACCURATE DISCLOSURE. NO INFORMATION CONTAINED IN THE
TRANSACTION DOCUMENTS, OR ANY WRITTEN STATEMENT FURNISHED BY OR ON BEHALF OF
SELLER PURSUANT TO THE TERMS OF THE TRANSACTION DOCUMENTS, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR TO SELLER'S KNOWLEDGE OMITS TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE.
(XIX)
FINANCIAL INFORMATION. ALL FINANCIAL DATA CONCERNING SELLER AND TO
SELLER'S KNOWLEDGE THE PURCHASED LOANS THAT HAS BEEN DELIVERED BY OR ON BEHALF
OF SELLER TO BUYER IS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND
HAS BEEN PREPARED IN ACCORDANCE WITH GAAP. SINCE THE DELIVERY OF SUCH DATA,
EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER, THERE HAS BEEN NO CHANGE IN
THE FINANCIAL POSITION OF SELLER OR TO SELLER'S KNOWLEDGE THE PURCHASED LOANS,
OR IN THE RESULTS OF OPERATIONS OF SELLER, WHICH CHANGE IS REASONABLY LIKELY TO
HAVE IN A MATERIAL ADVERSE EFFECT ON SELLER.
(XX)
CHIEF EXECUTIVE OFFICE. ON THE DATE OF THIS AGREEMENT, SELLER'S
CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS IS LOCATED AT 410 PARK
AVENUE, 14TH FLOOR, NEW YORK, NEW YORK 10022. THE LOCATION WHERE SELLER
33
KEEPS ITS BOOKS AND RECORDS, INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING
TO THE ELIGIBLE LOANS IS ITS CHIEF EXECUTIVE OFFICE.
(XXI)
PURCHASE AGREEMENT REPRESENTATIONS AND WARRANTIES. SELLER HAS
PROVIDED BUYER WITH A COPY OF THE PURCHASE AGREEMENT (TO THE EXTENT APPLICABLE)
CONTAINING REPRESENTATIONS AND WARRANTIES MADE TO SELLER BY THE PARTY DESIGNATED
AS SELLER UNDER SUCH PURCHASE AGREEMENT.
(XXII)
LOAN TO VALUE RATIO. THE COMBINED LOAN TO VALUE RATIO OF ANY
PURCHASED LOAN AND ANY SENIOR LIENS ON A RELATED PROPERTY SHALL NOT AT ANY TIME
EXCEED THE REQUIREMENTS SET FORTH IN THE SIDE LETTER.
(C)
ON THE PURCHASE DATE FOR ANY TRANSACTION, SELLER SHALL BE DEEMED
TO HAVE MADE ALL OF THE REPRESENTATIONS SET FORTH IN SECTION 9(B) OF THIS
AGREEMENT AS OF SUCH PURCHASE DATE.
10.
NEGATIVE COVENANTS OF SELLER
On and as of the date hereof and each Purchase Date and until this Agreement is
no longer in force with respect to any Transaction, Seller shall not without the
prior written consent of Buyer:
(A)
TAKE ANY ACTION WHICH WOULD DIRECTLY OR INDIRECTLY IMPAIR OR
ADVERSELY AFFECT BUYER'S TITLE TO OR SECURITY INTEREST IN THE PURCHASED LOANS;
(B)
TRANSFER, ASSIGN, CONVEY, GRANT, BARGAIN, SELL, SET OVER, DELIVER
OR OTHERWISE DISPOSE OF, OR PLEDGE OR HYPOTHECATE, DIRECTLY OR INDIRECTLY, ANY
INTEREST IN THE PURCHASED LOANS (OR ANY OF THEM) TO ANY PERSON OTHER THAN BUYER,
OR ENGAGE IN REPURCHASE TRANSACTIONS OR SIMILAR TRANSACTIONS WITH RESPECT TO THE
PURCHASED LOANS (OR ANY OF THEM) WITH ANY PERSON OTHER THAN BUYER;
(C)
CREATE, INCUR OR PERMIT TO EXIST ANY LIEN, ENCUMBRANCE OR SECURITY
INTEREST IN OR ON THE PURCHASED LOANS, EXCEPT AS DESCRIBED IN SECTION 5 OF THIS
AGREEMENT;
(D)
CONSENT OR ASSENT TO ANY AMENDMENT OR SUPPLEMENT TO, OR
TERMINATION OF,