ANY SECURITIZATION DOCUMENT, ANY NOTE, LOAN AGREEMENT, MORTGAGE
OR GUARANTY RELATING TO THE PURCHASED LOANS OR OTHER MATERIAL AGREEMENT OR
INSTRUMENT RELATING TO THE PURCHASED LOANS OTHER THAN IN ACCORDANCE WITH SECTION
6(C);
(E)
USE ANY OF THE PURCHASE PRICE FOR ANY PURCHASED LOAN 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
34
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 LOANS, 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 LOAN,
OR AN AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO A UCC FINANCING
STATEMENT WITH RESPECT TO A PURCHASED LOAN, EXCEPT AS APPROVED BY BUYER IN EACH
INSTANCE;
(H)
ENTER INTO TRANSACTIONS FOR WHICH THE PURCHASED ASSETS ARE CDO
ASSETS WHICH WOULD CAUSE THE AGGREGATE OF THE PURCHASE PRICES FOR SUCH CDO
ASSETS TO EXCEED THE MAXIMUM CDO AGGREGATE PURCHASE PRICE; OR
(I)
ENTER INTO TRANSACTIONS FOR WHICH PURCHASED ASSETS OTHER THAN THE
CDO ASSETS WHICH WOULD CAUSE THE AGGREGATE OF THE PURCHASE PRICES FOR SUCH
ASSETS TO EXCEED THE MAXIMUM COMMITTED AGGREGATE PURCHASE PRICE.
11.
AFFIRMATIVE COVENANTS OF SELLER
(A)
SELLER SHALL PROMPTLY NOTIFY BUYER OF ANY MATERIAL ADVERSE CHANGE
IN ITS BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION; PROVIDED, HOWEVER, THAT
NOTHING IN THIS SECTION 11 SHALL RELIEVE SELLER OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
(B)
SELLER SHALL PROVIDE BUYER WITH COPIES OF SUCH DOCUMENTS AS BUYER
MAY REASONABLY REQUEST EVIDENCING THE TRUTHFULNESS OF THE REPRESENTATIONS SET
FORTH IN SECTION 9.
(C)
SELLER (1) SHALL DEFEND THE RIGHT, TITLE AND INTEREST OF BUYER IN
AND TO THE PURCHASED LOANS AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY
TO REMOVE, THE LIENS, SECURITY INTERESTS, CLAIMS AND DEMANDS OF ALL PERSONS
(OTHER THAN SECURITY INTERESTS BY OR THROUGH BUYER) AND (2) SHALL, AT BUYER'S
REQUEST, TAKE ALL ACTION NECESSARY TO ENSURE THAT BUYER WILL HAVE A FIRST
PRIORITY SECURITY INTEREST IN THE PURCHASED LOANS SUBJECT TO ANY OF THE
TRANSACTIONS IN THE EVENT SUCH TRANSACTIONS ARE RECHARACTERIZED AS