AN AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO A
UCC FINANCING STATEMENT WITH RESPECT TO A PURCHASED ASSET OR UNDERLYING ASSET,
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.
34
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 ASSETS 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 ASSETS SUBJECT TO ANY OF THE
TRANSACTIONS IN THE EVENT SUCH TRANSACTIONS ARE RECHARACTERIZED AS SECURED
FINANCINGS.
(D)
SELLER SHALL NOTIFY BUYER AND THE DEPOSITORY OF THE OCCURRENCE OF
ANY DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO SELLER AS SOON AS POSSIBLE BUT
IN NO EVENT LATER THAN THE SECOND (2ND) BUSINESS DAY AFTER OBTAINING ACTUAL
KNOWLEDGE OF SUCH EVENT.
(E)
SELLER SHALL PROMPTLY (AND IN ANY EVENT NOT LATER THAN TWO
(2) BUSINESS DAYS FOLLOWING RECEIPT) DELIVER TO BUYER (I) ANY NOTICE OF THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER OR REPORT RECEIVED BY OR REQUIRED TO BE
DELIVERED BY SELLER PURSUANT TO THE SECURITIZATION DOCUMENTS; (II) ANY NOTICE OF
TRANSFER OF SERVICING UNDER THE SECURITIZATION DOCUMENTS AND (III) ANY OTHER
INFORMATION WITH RESPECT TO THE PURCHASED ASSETS AS MAY BE REASONABLY REQUESTED
BY BUYER FROM TIME TO TIME.
(F)
SELLER WILL PERMIT BUYER (AT BUYER'S COST) OR ITS DESIGNATED
REPRESENTATIVE TO INSPECT SELLER'S RECORDS WITH RESPECT TO THE PURCHASED ASSETS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS RELATED THERETO UPON REASONABLE
PRIOR WRITTEN NOTICE FROM BUYER OR ITS DESIGNATED REPRESENTATIVE, AT SUCH
REASONABLE TIMES AND WITH REASONABLE FREQUENCY, AND TO MAKE COPIES OF EXTRACTS
OF ANY AND ALL THEREOF, SUBJECT TO THE TERMS OF ANY CONFIDENTIALITY AGREEMENT
BETWEEN BUYER AND SELLER.
(G)
IF SELLER SHALL AT ANY TIME BECOME ENTITLED TO RECEIVE OR SHALL
RECEIVE ANY RIGHTS, WHETHER IN ADDITION TO, IN SUBSTITUTION OF, AS A CONVERSION
OF, OR IN EXCHANGE FOR THE PURCHASED ASSETS, OR OTHERWISE IN RESPECT THEREOF,
SELLER SHALL ACCEPT THE SAME AS BUYER'S AGENT, HOLD THE