OF THE PARENT AS A REIT AND (II) MAKE
ADDITIONAL PAYMENTS SUBJECT TO THE FOLLOWING RESTRICTIONS: (1) DURING THE FIRST
YEAR FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT, SELLER MAY MAKE PAYMENTS IN
AN AMOUNT EQUAL TO (A) 103% OF FFO ONLY IF A DIVIDEND PAYMENT IS MADE TO
REIMBURSE CERTAIN ORIGINAL SHAREHOLDERS FOR EXPENSES ASSOCIATED WITH THE
CAPITALIZATION OF PARENT, OR (B) 100% OF FFO IF NO SUCH DIVIDEND PAYMENT IS
MADE, AND (2) AFTER THE FIRST YEAR FOLLOWING THE EFFECTIVE DATE, SELLER MAY MAKE
PAYMENTS IN AN AMOUNT EQUAL TO 100% OF FFO.
(L)
WEIGHTED AVERAGE OF PURCHASE RATE AND LTV.
NO SELLER SHALL
PERMIT (I) THE WEIGHTED AVERAGE PURCHASE RATE OF ALL MORTGAGE ASSETS TO EXCEED
85.0% OR (II) THE WEIGHTED AVERAGE LTV OF ALL MORTGAGE ASSETS TO EXCEED 80.0%.
(M)
INTEREST COVERAGE.
SELLER SHALL NOT PERMIT, DURING ANY TEST
PERIOD, THE RATIO OF (I) THE SUM OF CONSOLIDATED ADJUSTED EBITDA OF ALL SELLERS
AT ANY TIME SUCH TEST PERIOD TO (II) CONSOLIDATED INTEREST EXPENSE OF ALL
SELLERS AT ANY TIME SUCH TEST PERIOD TO BE LESS THAN 1.50 TO 1.00.
65
(N)
MAINTENANCE OF RATIO OF CONSOLIDATED TOTAL INDEBTEDNESS TO
CONSOLIDATED TOTAL ASSETS.
SELLER SHALL NOT PERMIT THE RATIO OF CONSOLIDATED
TOTAL INDEBTEDNESS OF ALL SELLERS TO CONSOLIDATED TOTAL ASSETS OF ALL SELLERS AT
ANY TIME TO BE GREATER THAN 0.85 TO 1.00.
(O)
POSITIVE NET INCOME.
SELLER'S NET INCOME SHALL BE POSITIVE AT ALL
TIMES FOLLOWING THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE OF THIS AGREEMENT.
(P)
SERVICER; SERVICING TAPE.
SELLER SHALL CAUSE EACH SERVICER TO
PROVIDE TO THE AGENT AND TO THE CUSTODIAN VIA ELECTRONIC TRANSMISSION, A
REMITTANCE REPORT ON A MONTHLY BASIS BY NO LATER THAN THE 15TH DAY OF EACH MONTH
(THE "REPORTING DATE") CONTAINING SERVICING INFORMATION, INCLUDING WITHOUT
LIMITATION THOSE FIELDS REASONABLY REQUESTED BY THE AGENT FROM TIME TO TIME, ON
A LOAN-BY-LOAN BASIS AND IN THE AGGREGATE, WITH RESPECT TO THE PURCHASED ASSETS
SERVICED HEREUNDER BY SELLER OR ANY SERVICER FOR THE MONTH (OR ANY PORTION
THEREOF) PRIOR TO THE REPORTING DATE (SUCH REMITTANCE REPORT, AN "ASSET TAPE").
TO THE EXTENT IT HAS CONTROL, SELLER SHALL NOT CAUSE OR PERMIT ANY MORTGAGE
ASSETS TO BE SERVICED BY ANY SERVICER OTHER THAN A QUALIFIED SERVICER.
(Q)
REQUIRED FILINGS.
SELLER SHALL PROMPTLY PROVIDE THE AGENT WITH
COPIES OF ALL MATERIAL DOCUMENTS WHICH SELLER OR ANY SUBSIDIARY OF SELLER IS
REQUIRED TO FILE WITH ANY REGULATORY BODY IN ACCORDANCE WITH ITS REGULATIONS.
(R)
REMITTANCE OF PREPAYMENTS.
SELLER SHALL REMIT OR CAUSE TO BE
REMITTED TO THE AGENT FOR THE RATABLE BENEFIT OF THE BUYERS, WITH SUFFICIENT
DETAIL VIA ELECTRONIC TRANSMISSION TO ENABLE THE AGENT TO APPROPRIATELY IDENTIFY
THE MORTGAGE ASSET TO WHICH ANY AMOUNT REMITTED APPLIES, ALL FULL OR PARTIAL
PRINCIPAL PREPAYMENTS ON ANY PURCHASED ASSET THAT SELLER OR SERVICER HAS
RECEIVED NO LATER THAN FIVE (5) BUSINESS DAYS FOLLOWING THE DATE SUCH PREPAYMENT
WAS RECEIVED.
(S)
CUSTODIAL AGREEMENT AND ACCOUNT CONTROL AGREEMENT.
SELLER SHALL
MAINTAIN EACH OF THE CUSTODIAL AGREEMENT AND