manner in violation of Section 2 of such executive order, or (iii) on the
current list of Specially Designated Nationals and Blocked Persons or subject to
the limitations or prohibitions under any other U.S. Department of Treasury's
Office of Foreign Assets Control regulation or executive order.
50
(XXX)
NOTICE ADDRESS; JURISDICTION OF ORGANIZATION.
ON THE DATE OF THIS
AGREEMENT, SELLER'S ADDRESS FOR NOTICES IS AS SPECIFIED ON ANNEX I.
SELLER'S
JURISDICTION OF ORGANIZATION IS MARYLAND.
THE LOCATION WHERE SELLER KEEPS ITS
BOOKS AND RECORDS, INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING TO THE
COLLATERAL AND PURCHASED ITEMS, IS ITS NOTICE ADDRESS.
SELLER MAY CHANGE ITS
ADDRESS FOR NOTICES AND FOR THE LOCATION OF ITS BOOKS AND RECORDS BY GIVING
BUYER WRITTEN NOTICE OF SUCH CHANGE.
ARTICLE 11.
NEGATIVE COVENANTS OF SELLER
On and as of the date hereof and each Purchase Date and until this Agreement is
no longer in force with respect to any Transaction, Seller shall not without the
prior written consent of Buyer:
(A)
TAKE ANY ACTION THAT WOULD DIRECTLY OR INDIRECTLY IMPAIR OR
ADVERSELY AFFECT BUYER'S TITLE TO THE PURCHASED ASSETS;
(B)
TRANSFER, ASSIGN, CONVEY, GRANT, BARGAIN, SELL, SET OVER, DELIVER
OR OTHERWISE DISPOSE OF, OR PLEDGE OR HYPOTHECATE, DIRECTLY OR INDIRECTLY, ANY
INTEREST IN THE PURCHASED ASSETS (OR ANY OF THEM) TO ANY PERSON OTHER THAN
BUYER, OR ENGAGE IN REPURCHASE TRANSACTIONS OR SIMILAR TRANSACTIONS WITH RESPECT
TO THE PURCHASED ASSETS (OR ANY OF THEM) WITH ANY PERSON OTHER THAN BUYER;
(C)
MODIFY IN ANY MATERIAL ADVERSE RESPECT ANY SERVICING AGREEMENTS;
(D)
CREATE, INCUR OR PERMIT TO EXIST ANY LIEN, ENCUMBRANCE OR SECURITY
INTEREST IN OR ON ANY OF THE PURCHASED ASSETS, THE OTHER COLLATERAL OR PURCHASED
ITEMS, OTHER THAN THE SECURITY INTEREST GRANTED BY SELLER PURSUANT TO ARTICLE 6
OF THIS AGREEMENT;
(E)
ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR
AMALGAMATION, THAT IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE
CREDITWORTHINESS OR FINANCIAL CONDITION OF SELLER, OR LIQUIDATE, WIND UP OR
DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP OR DISSOLUTION), SELL ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS WITHOUT THE CONSENT OF BUYER IN ITS SOLE AND
ABSOLUTE DISCRETION;
(F)
CONSENT OR ASSENT TO ANY MATERIAL AMENDMENT OR SUPPLEMENT TO, OR
TERMINATION OF, ANY NOTE, LOAN AGREEMENT, MORTGAGE OR GUARANTEE RELATING TO THE
PURCHASED ASSETS OR OTHER MATERIAL AGREEMENT OR INSTRUMENT RELATING TO THE
PURCHASED ASSETS OTHER THAN IN ACCORDANCE WITH ARTICLE 28;
(G)
ACQUIRE OR MAINTAIN ANY RIGHT OR INTEREST IN ANY PURCHASED ASSET
OR UNDERLYING MORTGAGED PROPERTY THAT IS SENIOR TO OR PARI PASSU WITH THE RIGHTS
AND INTERESTS OF BUYER THEREIN UNDER THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS UNLESS SUCH RIGHT OR INTEREST BECOMES A PURCHASED ASSET HEREUNDER ;
(H)
USE ANY PART OF THE PROCEEDS OF ANY TRANSACTION HEREUNDER FOR ANY
PURPOSE WHICH VIOLATES, OR WOULD BE INCONSISTENT WITH, THE PROVISIONS OF
REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM;
51
(I)
PERMIT SELLER'S EBITDA