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.
(D)
SELLER AGREES TO MAKE TO BUYER THE REPRESENTATIONS AND WARRANTIES
REGARDING EACH PURCHASED ASSET THAT WERE MADE TO SELLER IN CONNECTION WITH
SELLER'S ACQUISITION OF SUCH PURCHASED ASSET.
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no longer in force with respect to any Transaction, Seller shall not without the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 ASSETS;
33
(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 ASSETS (OR ANY OF THEM) TO ANY PERSON OTHER THAN
BUYER, OR ENGAGE IN REPURCHASE TRANSACTIONS OR SIMILAR TRANSACTIONS WITH RESPECT
TO THE PURCHASED ASSETS OR UNDERLYING ASSETS (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 ASSETS OR UNDERLYING ASSETS, EXCEPT AS DESCRIBED
IN SECTION 5 OF THIS AGREEMENT;
(D)
CONSENT OR ASSENT TO ANY AMENDMENT OR SUPPLEMENT TO, OR
TERMINATION OF, ANY SECURITIZATION DOCUMENT, ANY NOTE, LOAN AGREEMENT, MORTGAGE
OR GUARANTY RELATING TO THE PURCHASED ASSETS OR UNDERLYING ASSETS OR OTHER
MATERIAL AGREEMENT OR INSTRUMENT RELATING TO THE PURCHASED ASSETS OTHER THAN IN
ACCORDANCE WITH SECTION 6(C);
(E)
USE ANY OF THE PURCHASE PRICE FOR ANY PURCHASED ASSET EITHER
DIRECTLY OR INDIRECTLY TO ACQUIRE ANY SECURITY, AS THAT TERM IS DEFINED IN
REGULATION T OF THE REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM, OR TAKE ANY ACTION THAT MIGHT CAUSE ANY TRANSACTION TO VIOLATE ANY
REGULATION OF THE FEDERAL RESERVE BOARD;
(F)
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 ANY EQUITY OR OWNERSHIP INTEREST OF SELLER, OR 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 TO ANY EQUITY
OR OWNERSHIP INTEREST OF SELLER, EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH
OR PROPERTY OR IN OBLIGATIONS OF SELLER; PROVIDED, THAT THE FOREGOING SHALL NOT
RESTRICT SELLER FROM MAKING DISTRIBUTIONS, FROM ASSETS OTHER THAN THE PURCHASED
ASSETS, REQUIRED TO MAINTAIN SELLER'S STATUS UNDER THE CODE AS A REAL ESTATE
INVESTMENT TRUST ("REIT") WITHIN THE MEANING OF SECTION 856 THROUGH 860 OF THE
CODE, IN THE EVENT SELLER THEN QUALIFIES AS A REIT UNDER THE CODE;
(G)
FILE A UCC FINANCING STATEMENT, WITH RESPECT TO A PURCHASED ASSET
OR UNDERLYING ASSET, OR