]
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1.
I AM A DULY ELECTED RESPONSIBLE OFFICER.
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2.
ALL OF THE FINANCIAL STATEMENTS, CALCULATIONS AND OTHER INFORMATION SET FORTH IN
THIS COVENANT COMPLIANCE CERTIFICATE, INCLUDING, WITHOUT LIMITATION, IN ANY
EXHIBIT OR OTHER ATTACHMENT HERETO, ARE TRUE, COMPLETE AND CORRECT AS OF THE
DATE HEREOF.
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3.
I HAVE REVIEWED THE TERMS OF THE MASTER REPURCHASE AND SECURITIES CONTRACT
AGREEMENT AND I HAVE MADE, OR HAVE CAUSED TO BE MADE UNDER MY SUPERVISION, A
DETAILED REVIEW OF THE TRANSACTIONS AND FINANCIAL CONDITION OF SELLER DURING THE
ACCOUNTING PERIOD COVERED BY THE FINANCIAL STATEMENTS ATTACHED (OR MOST RECENTLY
DELIVERED TO BUYER IF NONE ARE ATTACHED).
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4.
I AM NOT AWARE OF ANY FACTS, OR PENDING DEVELOPMENTS THAT HAVE CAUSED, OR MAY IN
THE FUTURE CAUSE THE MARKET VALUE OF ANY PURCHASED ASSET TO DECLINE AT ANY TIME
WITHIN THE REASONABLY FORESEEABLE FUTURE.
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5.
AS OF THE DATE HEREOF, AND SINCE THE DATE OF THE CERTIFICATE MOST RECENTLY
DELIVERED PURSUANT TO ARTICLE 11(J) OF THE MASTER REPURCHASE AND SECURITIES
CONTRACT AGREEMENT, SELLER HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND
OTHER AGREEMENTS IN ALL MATERIAL RESPECTS, AND SATISFIED IN ALL MATERIAL
RESPECTS, EVERY CONDITION, CONTAINED IN THE MASTER REPURCHASE AND SECURITIES
CONTRACT AGREEMENT AND THE RELATED DOCUMENTS TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT.
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-ii-
6.
THE EXAMINATIONS DESCRIBED IN PARAGRAPH 3 ABOVE DID NOT DISCLOSE, AND I HAVE NO
KNOWLEDGE OF, THE EXISTENCE OF ANY CONDITION OR EVENT WHICH CONSTITUTES AN EVENT
OF DEFAULT OR DEFAULT DURING OR AT THE END OF THE ACCOUNTING PERIOD COVERED BY
THE ATTACHED FINANCIAL STATEMENTS OR AS OF THE DATE OF THIS COVENANT COMPLIANCE
CERTIFICATE (INCLUDING AFTER GIVING EFFECT TO ANY PENDING TRANSACTIONS REQUESTED
TO BE ENTERED INTO), EXCEPT AS SET FORTH BELOW.
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7.
AS OF THE DATE HEREOF, EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN THE MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT ARE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS WITH THE SAME FORCE AND EFFECT AS IF MADE ON
AND AS OF THE DATE HEREOF, EXCEPT AS TO THE EXTENT OF ANY APPROVED EXCEPTIONS.
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8.
NO CONDITION OR EVENT THAT CONSTITUTES A "TERMINATION EVENT", "EVENT OF
DEFAULT", "POTENTIAL EVENT OF DEFAULT" OR ANY SIMILAR EVENT BY SELLER, HOWEVER
DENOMINATED, HAS OCCURRED OR IS CONTINUING UNDER ANY HEDGING TRANSACTION.
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9.
ATTACHED AS EXHIBIT 1 HERETO IS A DESCRIPTION OF ALL INTERESTS OF AFFILIATES OF
SELLER IN ANY UNDERLYING MORTGAGED PROPERTY (INCLUDING WITHOUT LIMITATION, ANY
LIEN, ENCUMBRANCE OR OTHER DEBT OR EQUITY POSITION OR OTHER INTEREST IN THE
UNDERLYING MORTGAGED PROPERTY THAT IS SENIOR OR JUNIOR TO, OR PARI PASSU WITH, A
MORTGAGE ASSET IN RIGHT OF PAYMENT OR PRIORITY).
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10.
ATTACHED AS EXHIBIT 2 HERETO ARE THE FINANCIAL STATEMENTS REQUIRED TO BE
DELIVERED PURSUANT TO ARTICLE 11 OF THE MASTER REPURCHASE AND SECURITIES
CONTRACT AGREEMENT (OR, IF NONE ARE REQUIRED TO BE DELIVERED AS OF THE DATE OF
THIS COVENANT COMPLIANCE CERTIFICATE, THE FINANCIAL STATEMENTS MOST RECENTLY