Asset File. All documents required to be delivered as part of the Asset File, have been delivered to the Custodian and all information contained in the related Asset File (or as otherwise provided to Buyer) in respect of such Rental Property is accurate and complete in all material respects.

Asset File. All documents required to be delivered as part of the Asset File, have been delivered to the Custodian or held by an attorney in connection with a foreclosure pursuant to a Bailee Letter and all information contained in the related Asset File (or as otherwise provided to Buyer) in respect of such Underlying REO Property is accurate and complete in all material respects. To the extent that an REO Deed has been sent out for recording, a copy will be contained in the Asset File within a period of sixty (60) days from the date the related Mortgage Loan became an Underlying REO Property.

Delivery of Asset File. The applicable Seller shall have delivered to the Custodian the Asset File with respect to each Asset and the Custodian shall have issued a Trust Receipt with respect to each such Asset to Buyer all in accordance with the Custodial Agreement;

Receivable File. As of the related Funding Date, # with respect to any Contract other than an Electronic Contract, the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, # with respect to an Electronic Contract that constitutes Electronic Chattel Paper, the Authoritative Copy of such Electronic Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, and # with respect to an Electronic Contract that does not constitute Electronic Chattel Paper, the electronically authenticated original record of the executed Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties.

Review File. The Review File includes all material documents in the possession of the Seller, or copies thereof, relating to the Loan(s).

Receivable File. The Seller # has caused the Master Servicer to be in possession of the Receivable File related to each Related Receivable and such Receivable File shall be complete in all material respects as of the related Purchase Date and # has, prior to the related Purchase Date, delivered (or caused to be delivered) to the Verification Agent by electronic means, the documents related to each Related Receivable required to be verified by the Verification Agent prior to each Advance. Each Receivable File shall be in electronic form and there shall be no physical Receivable Files to be delivered.

Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

o Tax Compliance Support

Asset Ownership. Borrower has good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements supplied Lender by Borrower, and that all such properties and assets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except as otherwise disclosed by the financial statements submitted to Lender.

Asset Maintenance. If at any time during the term of this Agreement, the aggregate Fair Market Value of the Vessels is less than the Required Percentage of the aggregate outstanding amount of the Facility, the Borrowers shall, immediately following receipt by the Borrowers of written notice from the Administrative Agent notifying the Borrowers of such shortfall and specifying the amount thereof (which amount shall, in the absence of manifest error, be deemed to be conclusive and binding on the Borrowers), either # prepay such amount of the Tranches on a pro rata basis (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the aggregate Fair Market Value of the Vessels being not less than the Required Percentage of the outstanding amount of the Facility or # place on charged deposits with the Administrative Agent an amount in Dollars (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5) as shall result in the aggregate Fair Market Value of the Vessels together with the amount deposited being not less than the Required Percentage of the aggregate outstanding amount of the Facility. The charged deposit shall be released to the Borrowers when the Fair Market Value of the Vessels is not less than the Required Percentage of the outstanding amount of the Facility. Compliance with this [Section 9.4] shall be measured within ten (10) Banking Days following the end of the second fiscal quarter and within ten (10) Banking Days following the end of the fourth fiscal quarter of each year during the term of this Agreement.