Subsidiary to Transfer substantially all of Seller's
consolidated assets taken as a whole to any Person; provided, that the Seller
may after prior written notice to the Buyer allow such action with respect to
any Subsidiary which is not a material part of the Seller's overall business
operations.
M)
LIMITATION ON DISTRIBUTIONS.
WITHOUT THE BUYER'S CONSENT, EXCEPT
FOR CUSTOMARY CASH DIVIDENDS AND DISTRIBUTIONS OF ITS COMMON STOCK, THE SELLER
SHALL NOT MAKE ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR A SINKING OR
OTHER ANALOGOUS FUND FOR THE PURCHASE, REDEMPTION, DEFEASANCE, RETIREMENT OR
OTHER ACQUISITION OF, ANY STOCK OR SENIOR OR SUBORDINATE DEBT OF THE SELLER,
WHETHER NOW OR HEREAFTER OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT
THEREOF, EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN
OBLIGATIONS OF THE SELLER.
N)
MAINTENANCE OF NET WORTH/LIQUIDITY.
THE SELLER SHALL ENSURE
THAT, AS OF THE END OF EACH QUARTER, IT MEETS THE NET WORTH REQUIREMENTS (THE
"NET WORTH REQUIREMENTS") AS FOLLOWS:
(I)
THE SELLER SHALL NOT PERMIT ITS TANGIBLE NET WORTH AT THE END OF
EACH FISCAL QUARTER TO BE LESS THAN (I) $400,000,000 PLUS (II) NET WORTH
INCREASE AMOUNTS.
(II)
THE SELLER SHALL ENSURE THAT, AS OF THE END OF EACH FISCAL
QUARTER, THE SELLER, TOGETHER WITH ITS CONSOLIDATED SUBSIDIARIES, HAS CASH AND
CASH EQUIVALENTS IN AN AMOUNT OF NOT LESS THAN $15,000,000.
(III)
THE SELLER SHALL NOT PERMIT THE RATIO OF TOTAL INDEBTEDNESS TO
TANGIBLE NET WORTH TO EXCEED 4:1.
O)
RESTRICTED PAYMENTS.
THE SELLER SHALL NOT MAKE ANY RESTRICTED
PAYMENTS FOLLOWING AN EVENT OF DEFAULT.
P)
SERVICING TRANSMISSION.
THE SELLER SHALL PROVIDE TO THE BUYER
TWO (2) BUSINESS DAYS PRIOR TO EACH REPURCHASE DATE (I) THE SERVICING
TRANSMISSION, WITH RESPECT TO THE MORTGAGED PROPERTIES SERVICED UNDER THE
CUSTODY AND SERVICING AGREEMENT BY THE SERVICER WHICH WERE A PART OF THE
PURCHASED ASSETS PRIOR TO THE FIRST DAY OF THE CURRENT MONTH, SUMMARIZING THE
SERVICER'S DELINQUENCY AND LOSS EXPERIENCE WITH RESPECT TO MORTGAGED PROPERTIES
SERVICED BY THE SERVICER (INCLUDING, IN THE CASE OF THE MORTGAGED PROPERTIES
AND, SPECIFICALLY, THE LEASES THEREOF, THE FOLLOWING CATEGORIES: CURRENT, 30-59,
60-89, 90-119, 120-149 AND 150+ DAYS DELINQUENT) AND (II) ANY OTHER INFORMATION
REASONABLY REQUESTED BY THE BUYER WITH RESPECT TO THE MORTGAGED PROPERTIES.
THE
SERVICER SHALL ALSO INCLUDE IN THE SERVICING TRANSMISSION SUCH INFORMATION
RELATING TO THE SERVICING OF THE PURCHASED ASSETS AS MAY BE REQUIRED BY THE
BUYER UNDER THE CUSTODY AND SERVICING AGREEMENT.
Q)
NO AMENDMENT OR WAIVER.
THE SELLER WILL NOT, NOR WILL IT PERMIT
OR ALLOW OTHERS TO AMEND, MODIFY, TERMINATE OR WAIVE ANY PROVISION OF ANY
PURCHASED ASSET TO WHICH THE SELLER IS A PARTY IN ANY MANNER WHICH SHALL
REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE VALUE OF SUCH
PURCHASED ASSET AS COLLATERAL.
33
R)
MAINTENANCE OF PROPERTY; INSURANCE.
THE SELLER SHALL KEEP OR
CAUSE THE RELATED OPERATOR OF THE MORTGAGED PROPERTIES TO KEEP THE RELATED
MORTGAGED PROPERTY IN GOOD WORKING ORDER AND CONDITION.
THE SELLER SHALL
MAINTAIN OR