FORTH HEREIN, THE SELLER AND ITS
SUBSIDIARIES, TAKEN AS A COLLECTIVE WHOLE, SHALL NOT CONVEY, SELL, LEASE,
ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF (COLLECTIVELY, "TRANSFER"), ALL OR
SUBSTANTIALLY ALL OF ITS PROPERTY, BUSINESS OR ASSETS (INCLUDING, WITHOUT
LIMITATION, RECEIVABLES AND LEASEHOLD INTERESTS) WHETHER NOW OWNED OR HEREAFTER
ACQUIRED OR ALLOW ANY 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.
(IV)
THE SELLER SHALL NOT PERMIT THE RATIO OF TOTAL
INDEBTEDNESS TO TOTAL ASSETS TO EXCEED 0.7:1.
O)
RESTRICTED PAYMENTS.
THE SELLER SHALL NOT
MAKE ANY RESTRICTED PAYMENTS FOLLOWING AN EVENT OF DEFAULT.
34
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