(B) THE CONSIDERATION
PAID OR PAYABLE SHALL BE IN AN AMOUNT NOT LESS THAN THE FAIR MARKET VALUE OF THE
EXCLUDED PROPERTY DISPOSED OF; (C) SUCH TRANSACTION DOES NOT INVOLVE THE SALE OR
OTHER DISPOSITION OF ANY EQUITY INTEREST IN ANY SUBSIDIARY OR OF ANY INVENTORY
OR RECEIVABLES; (D) THE NET CASH PROCEEDS FROM ANY SUCH SALE OR OTHER
DISPOSITION, SHALL BE APPLIED TO THE OBLIGATIONS (WITHOUT PERMANENT REDUCTION OF
THE MAXIMUM CREDIT AS A RESULT THEREOF); (E) THE AGGREGATE FAIR MARKET VALUE OF
ALL SUCH EXCLUDED PROPERTY SOLD OR OTHERWISE DISPOSED OF SHALL NOT EXCEED
$5,000,000 IN THE AGGREGATE DURING THE TERM OF THIS AGREEMENT; AND (F) AS OF THE
DATE OF ANY SUCH SALE OR OTHER DISPOSITION, AND IN EACH CASE AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE
CONTINUING,
(VI)
SALES OR OTHER DISPOSITIONS OF INVESTMENT
PROPERTY FROM THE PREFERRED STOCK PORTFOLIO; PROVIDED, THAT, ALL OF THE PROCEEDS
OF FROM SUCH SALES OR OTHER DISPOSITIONS SHALL BE (A) REINVESTED IN OTHER
INVESTMENT PROPERTY CONSISTING OF SHARES OF PREFERRED STOCK OF PUBLIC COMPANIES
(OTHER THAN BORROWER), WITH SUCH SHARES TO BE MAINTAINED IN THE SPECIFIED
INVESTMENT ACCOUNT OR (B) USED FOR GENERAL OPERATING, WORKING CAPITAL AND OTHER
PROPER CORPORATE PURPOSES OF SUCH BORROWER NOT OTHERWISE PROHIBITED BY THE TERMS
HEREOF, AND
(VII)
THE TRANSFER OF CASH FOR THE PAYMENT OF
INDEBTEDNESS TO THE EXTENT SUCH PAYMENTS ARE PERMITTED UNDER THIS AGREEMENT AND
FOR THE PAYMENT OF OTHER PAYABLES IN THE ORDINARY COURSE OF THE BUSINESS OF
BORROWERS AND GUARANTORS.
(C)
WIND UP, LIQUIDATE OR DISSOLVE EXCEPT THAT
ANY GUARANTOR MAY WIND UP, LIQUIDATE AND DISSOLVE, PROVIDED, THAT, EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED, (I) THE WINDING UP, LIQUIDATION AND
DISSOLUTION OF SUCH GUARANTOR SHALL NOT VIOLATE ANY LAW OR ANY ORDER OR DECREE
OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY IN ANY MATERIAL RESPECT AND SHALL
NOT CONFLICT WITH OR RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, ANY
INDENTURE, MORTGAGE, DEED OF TRUST, OR ANY OTHER AGREEMENT OR INSTRUMENT TO
WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR MAY BE BOUND, (II) SUCH WINDING
UP, LIQUIDATION OR DISSOLUTION SHALL BE DONE IN ACCORDANCE WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS AND REGULATIONS, (III) EFFECTIVE UPON SUCH WINDING UP,
LIQUIDATION OR DISSOLUTION, ALL OF THE ASSETS AND PROPERTIES OF SUCH GUARANTOR
SHALL BE DULY AND VALIDLY TRANSFERRED AND ASSIGNED TO A BORROWER, FREE AND CLEAR
OF ANY LIENS, RESTRICTIONS OR ENCUMBRANCES OTHER THAN THE SECURITY INTEREST AND
LIENS OF LENDER (AND LENDER SHALL HAVE RECEIVED SUCH EVIDENCE THEREOF AS LENDER
MAY REASONABLY REQUIRE) OR AS PERMITTED UNDER SECTION 9.8 OF THIS AGREEMENT
AND LENDER SHALL HAVE RECEIVED SUCH DEEDS, ASSIGNMENTS OR OTHER AGREEMENTS AS
LENDER MAY REASONABLY REQUEST TO EVIDENCE AND CONFIRM THE TRANSFER OF SUCH
ASSETS OF SUCH GUARANTOR TO A BORROWER, (IV) LENDER SHALL HAVE RECEIVED ALL
DOCUMENTS AND AGREEMENTS THAT ANY BORROWER OR GUARANTOR HAS FILED WITH ANY
GOVERNMENTAL AUTHORITY OR AS