THE COLLECTION ACCOUNT) OF
CUSTOMER OR ANY OF ITS SUBSIDIARIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR
ANY INCOME OR PROFITS THEREFROM, OR FILE OR PERMIT THE FILING OF, OR PERMIT TO
REMAIN IN EFFECT, ANY FINANCING STATEMENT OR OTHER SIMILAR NOTICE OF ANY LIEN
WITH RESPECT TO ANY SUCH PROPERTY, ASSET, INCOME OR PROFITS UNDER THE UCC OF ANY
STATE OR UNDER ANY SIMILAR RECORDING OR NOTICE STATUTE, EXCEPT:
(I)
LIENS INCURRED BY CUSTOMER IN CONNECTION WITH THE SWAP AGREEMENT;
(II)
LIENS WITH RESPECT TO INDEBTEDNESS PERMITTED UNDER
SECTIONS 5.2(F)(III), 5.2(F)(V) OR 5.2(F)(VI) (WHICH LIENS SHALL APPLY ONLY TO
THE ASSETS ACQUIRED BY SUCH INDEBTEDNESS, OR, IN THE CASE OF SECTION 5.2(F)(VI),
THE ASSETS SUBJECT TO A SECURITIZATION TRANSACTION);
52
(III)
LIENS IN FAVOR OF BUYER;
(IV)
LIENS DESCRIBED IN SCHEDULE 5.2(A) ANNEXED HERETO; AND
(V)
NONCONSENSUAL LIENS THAT ARE BEING CONTESTED, IN GOOD FAITH BY
CUSTOMER, AND WITH RESPECT TO WHICH CUSTOMER HAS ESTABLISHED AND MAINTAINS
RESERVES, DEEMED APPROPRIATE, BY ITS BOARD OF TRUSTEES, BOARD OF DIRECTORS OR
ANALOGOUS BODY.
(B)
NO FURTHER NEGATIVE PLEDGES.
EXCEPT WITH RESPECT TO SPECIFIC
PROPERTY (EXCLUSIVE OF WAREHOUSE ASSETS) ENCUMBERED TO SECURE PAYMENT OF
PARTICULAR INDEBTEDNESS PERMITTED PURSUANT TO THIS AGREEMENT AND EXCEPT AS
PROVIDED IN THIS AGREEMENT, NEITHER CUSTOMER NOR ANY OF ITS SUBSIDIARIES SHALL
ENTER INTO ANY AGREEMENT PROHIBITING THE CREATION OR ASSUMPTION OF ANY LIEN UPON
ANY OF ITS PROPERTIES OR ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED.
(C)
NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO CUSTOMER OR OTHER
SUBSIDIARIES.
EXCEPT AS PROVIDED HEREIN AND EXCEPT WITH RESPECT TO SPECIFIC
PROPERTY ENCUMBERED TO SECURE PAYMENT OF PARTICULAR INDEBTEDNESS PERMITTED
PURSUANT TO THIS AGREEMENT, CUSTOMER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE OR OTHERWISE CAUSE OR SUFFER TO EXIST OR BECOME
EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR RESTRICTION OF ANY KIND ON THE ABILITY
OF ANY SUCH SUBSIDIARY TO (I) PAY DIVIDENDS OR MAKE ANY OTHER DISTRIBUTIONS ON
ANY OF SUCH SUBSIDIARY'S CAPITAL STOCK OWNED BY CUSTOMER OR ANY SUBSIDIARY OF
CUSTOMER, (II) REPAY OR PREPAY ANY INDEBTEDNESS OWED BY SUCH SUBSIDIARY TO
CUSTOMER OR ANY SUBSIDIARY OF CUSTOMER, (III) MAKE LOANS OR ADVANCES TO CUSTOMER
OR ANY SUBSIDIARY OF CUSTOMER, OR (IV) TRANSFER ANY OF ITS PROPERTY OR ASSETS TO
CUSTOMER OR ANY SUBSIDIARY OF CUSTOMER.
(D)
EXTENSION OR AMENDMENT OF RECEIVABLES.
EXCEPT AS EXPRESSLY
CONTEMPLATED BY THIS AGREEMENT, CUSTOMER WILL NOT EXTEND, AMEND OR OTHERWISE
MODIFY THE TERMS OF ANY RECEIVABLE IN ANY MATERIAL RESPECT, OR AMEND, MODIFY OR
WAIVE ANY TERM OR CONDITION OF ANY CONTRACT RELATED THERETO IN ANY MATERIAL
RESPECT, OR GRANT ANY MATERIAL CONSENT WITH REGARD TO ANY CONTRACT.
(E)
INVESTMENTS.
CUSTOMER SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, MAKE OR OWN ANY INVESTMENT IN ANY
PERSON, INCLUDING ANY JOINT VENTURE, EXCEPT:
(I)
CUSTOMER AND ITS SUBSIDIARIES MAY MAKE AND OWN INVESTMENTS IN (1)
ELIGIBLE INVESTMENTS, (2) MORTGAGE BACKED SECURITIES, INCLUDING, WITHOUT
LIMITATION, PRIVATE LABEL MORTGAGE PASS THROUGH CERTIFICATES AND OBLIGATIONS OF
FANNIE