SPE Compliance Clause Samples

SPE Compliance. (a) On or prior to May 6, 2009 (the “SPE Compliance Date”), time being of the essence, Seller and Guarantor hereby covenant and agree to cause the Purchased Loans to be held by a Single-Purpose Entity (an “SPE Seller”)(which may be Seller or an Affiliate of Seller) that shall confirm (or reconfirm, as the case may be) in writing its compliance with, and agreement to be bound by, all terms of and conditions of the Transaction Documents, including without limitation, the provisions of Section 13 of Annex I to the Repurchase Agreement as of the SPE Compliance Date. (b) Failure of Seller and Guarantor to comply with the provisions of subclause (a) above on or before the SPE Compliance Date shall be an immediate Event of Default under the Repurchase Agreement. (c) All documents or instruments as shall be necessary to transfer the Purchased Loans to the SPE Seller (the “Transfer Documents”), if any, shall be in form and substance reasonably satisfactory to Buyer. In the event that SPE Seller shall be an Affiliate of Seller, the Transfer Documents shall include, in form and substance reasonably satisfactory to Buyer, solvency representations by Seller. (d) From the date hereof until the SPE Compliance Date, Buyer agrees to waive any Default or Event of Default solely relating to or arising out of the ownership by Seller of assets that do not constitute Purchased Loans. Notwithstanding the foregoing waiver, in no event shall Buyer be deemed to have waived any rights or remedies it may have under Section 1.2(b)(iii)(E) of the Guaranty. (e) Notwithstanding anything to the contrary contained herein or in any other Transaction Document and for the avoidance of doubt, each of Seller and Guarantor covenant and agree that in no event shall Buyer be obligated to advance funds to any Person in connection with any future funding obligations under any assets owned by Seller as of the date hereof.

SPE Compliance. 49 Section 8.34 Ground Lease Representations and Warranties . . 49 Section 8.35

SPE Compliance. 48 Section 8.34 Intentionally Deleted.. . . . . . . . . . . 48 Section 8.35 Condominium.. . . . . . . . . . . . . . . . 48 Section 8.36 Intentionally Deleted.. . . . . . . . . . . 49 ARTICLE IX

SPE Compliance. SPE Guarantor shall comply with, and Borrower shall use best efforts, to the full extent of its power and obligations as an equity holder of SPE Guarantor, to comply, with the Conduct of Business Provisions.

SPE Compliance. Not applicable.

SPE Compliance. All of the assumptions -------------- set forth in the Insolvency Opinion are true and correct. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with, or cause the compliance with, (i) all the assumptions (whether regarding Borrower or any other persons or entity) set forth in the Insolvency Opinion, (ii) all the representations and warranties set forth in Section 8.28 hereof, and (iii) all the organizational documents of Borrower and its SPC Party.

SPE Compliance. So long as any Obligations are owing under this Agreement, Borrower shall use commercially reasonable efforts, to the full extent of its power and obligations as a partner of SPE, to maintain the accuracy of the representations and warranties contained in each Guaranty and to cause SPE or Crossroads Texas, as applicable, to comply with each of its obligations under such Guaranty.