DESIGNATED NATIONALS AND BLOCKED PERSONS
54
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.
(XXXI)
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 DELAWARE.
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.
(XXXII)
OWNERSHIP.
EACH SELLER IS AND SHALL REMAIN AT ALL TIMES A WHOLLY
OWNED SUBSIDIARY OF DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP, LP.
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no longer in force with respect to any Transaction, Seller shall not without the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 (OTHER THAN AS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS);
(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
(UNLESS SUCH PURCHASED ASSET HAS BEEN REPURCHASED) OTHER THAN AS CONTEMPLATED BY
THE TRANSACTION DOCUMENTS;
(C)
MODIFY IN ANY MATERIAL RESPECT ANY SERVICING AGREEMENTS TO WHICH
IT IS A PARTY, WITHOUT THE CONSENT OF BUYER IN ITS SOLE AND ABSOLUTE DISCRETION;
(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 (UNLESS SUCH PURCHASED ASSET HAS BEEN REPURCHASED);
(E)
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF ITS
PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT
FOR THE FOLLOWING, HEREINAFTER REFERRED TO AS THE "PERMITTED LIENS":
(I)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE RESERVES WITH RESPECT
THERETO ARE MAINTAINED ON THE BOOKS OF THE BORROWER OR ITS SUBSIDIARIES, AS THE
CASE MAY BE, IN CONFORMITY WITH GAAP;
55
(II)
LIENS CREATED PURSUANT TO THE TRANSACTION DOCUMENTS;
(III)
LIENS CREATED PURSUANT TO OR IN CONNECTION WITH OTHER WAREHOUSE
FACILITIES ON THE FINANCIAL ASSETS THAT ARE THE SUBJECT OF SUCH OTHER WAREHOUSE
FACILITIES, SOLELY TO SECURE THE OBLIGATIONS OF SELLER UNDER SUCH OTHER
WAREHOUSE FACILITIES; AND
(IV)
LIENS ON THE RIGHTS OF SELLER CREATED PURSUANT TO OR IN CONNECTION
WITH SUBSCRIPTION FACILITIES UNDER SUBSCRIPTION AGREEMENTS OR OTHER AGREEMENTS