SUPPLEMENTED
SCHEDULE TO THIS AGREEMENT (WHETHER OR NOT SUCH DELIVERY IS REQUIRED BY THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT) SHALL WAIVE OR CURE ANY DEFAULT OR EVENT
OF DEFAULT WHICH WOULD OCCUR ABSENT SUCH DELIVERY (OTHER THAN A DEFAULT OR EVENT
OF DEFAULT ARISING SOLELY FROM THE BREACH OF AN OBLIGATION TO DELIVER SUCH
SCHEDULE AND OTHER THAN AS MAY BE SET FORTH IN WRITING IN A CONSENT OR AMENDMENT
(IF ANY) PURSUANT TO WHICH ANY SUCH NEW OR SUPPLEMENTED SCHEDULE IS DELIVERED).
29
7.14
PERFORM OBLIGATIONS.
BORROWER AND EACH OTHER
LOAN PARTY SHALL DULY AND PUNCTUALLY PAY AND PERFORM EACH OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, IN ACCORDANCE WITH THE TERMS
HEREOF AND THEREOF.
7.15
NEW DEBT AND EQUITY INTERESTS.
(A)
BORROWER SHALL ENSURE THAT AT THE TIME THAT
BORROWER, ANY PRIMARY OBLIGOR OR ANY WHOLLY-OWNED SUBSIDIARY ACQUIRES AN EQUITY
INTEREST IN ANY PERSON OTHER THAN ASSET SERVICING DE MÉXICO, S.A. DE C.V. AND
SERVICIOS EFECTIVOS DE RECUPERACIÓN, S.A. DE C.V., OR, IN THE CASE OF A
WHOLLY-OWNED SUBSIDIARY, AN REO AFFILIATE OF SUCH WHOLLY-OWNED SUBSIDIARY, SUCH
NEW EQUITY INTEREST IS SUBJECT TO A PERFECTED SECURITY INTEREST OF THE REQUISITE
PRIORITY IN FAVOR OF AGENT AND LENDERS AND, IN CONNECTION THEREWITH, SHALL TAKE
SUCH ACTION AND EXECUTE AND DELIVER SUCH PLEDGE AGREEMENTS OR AMENDMENTS TO
PLEDGE AGREEMENTS AND SUCH OTHER INSTRUMENTS AND AGREEMENTS, INCLUDING, WITHOUT
LIMITATION, DELIVERY OF NOTICES OF LIEN TO THE PLEDGED ENTITY, ACKNOWLEDGEMENT
OF SUCH NOTICE FROM THE PLEDGED ENTITY, DELIVERY OF THE ORIGINAL CERTIFICATES OF
CERTIFICATED SECURITIES TO COLLATERAL AGENT, TOGETHER WITH AN ASSIGNMENT
SEPARATE FROM CERTIFICATE THEREFOR, IN EACH CASE IN FORM AND SUBSTANCE
SATISFACTORY TO THE COLLATERAL AGENT, AS THE COLLATERAL AGENT MAY REQUIRE.
IF
REQUESTED IN WRITING BY AGENT, BORROWER SHALL ALSO DELIVER TO AGENT A SUPPLEMENT
TO SCHEDULE 10.5(B) HERETO TO REFLECT THE ACQUISITION OF SUCH NEW EQUITY
INTEREST.
THE PROVISIONS OF THIS SECTION 7.15(A) ARE IN ADDITION TO, AND NOT IN
LIMITATION OF, OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE INVESTMENTS, THE
ACQUISITION OF EQUITY INTERESTS AND THE ACQUISITION OF OTHER ASSETS BY BORROWER,
ANY PRIMARY OBLIGOR, ANY WHOLLY-OWNED SUBSIDIARY OR ANY OTHER LOAN PARTY.
NOTWITHSTANDING THE FOREGOING, NO PRIMARY OBLIGOR, WHOLLY-OWNED SUBSIDIARY OR
OTHER LOAN PARTY SHALL BE REQUIRED TO PLEDGE TO AGENT (X) SHARES OF STOCK,
PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS OR OTHER SIMILAR EQUITY INTERESTS
CONSISTING OF MORE THAN 66.66% OF THE SHARES OF STOCK, PARTNERSHIP INTERESTS,
MEMBERSHIP INTERESTS OR OTHER SIMILAR EQUITY INTERESTS IN ANY PERSON WHICH IS
NOT A US PERSON OR (Y) ANY EQUITY INTEREST ISSUED BY AN REO AFFILIATE.
(B)
BORROWER SHALL ENSURE THAT AT THE TIME THAT
BORROWER, ANY PRIMARY OBLIGOR OR ANY WHOLLY-OWNED SUBSIDIARY OTHER THAN A
PORTFOLIO ENTITY OR AN REO AFFILIATE MAKES ANY LOAN OR ACQUIRES ANY RIGHTS TO
ANY OTHER INDEBTEDNESS OR ACQUIRES ANY NOTE, BOND OR OTHER INDEBTEDNESS
INSTRUMENT (ANY SUCH NOTE, BOND OR OTHER INSTRUMENT, A "SUBJECT DEBT
INSTRUMENT"), ALL RIGHTS OF BORROWER, SUCH PRIMARY OBLIGOR OR SUCH