SELLER WILL DEFEND THE RIGHT, TITLE AND
INTEREST OF THE AGENT AND THE BUYERS IN AND TO ANY OF THE COLLATERAL AGAINST THE
CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
THE SELLER WILL NOT PERMIT OR
ALLOW ANY OF ITS SUBSIDIARIES TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN,
SECURITY INTEREST OR CLAIM ON OR TO ANY MORTGAGED PROPERTY THAT IS RELATED TO A
PURCHASED ASSET, EXCEPT IN ACCORDANCE WITH THE PROGRAM DOCUMENTS AND ANY MASTER
LOAN AGREEMENT.
L)
LIMITATION ON SALE OF ASSETS.
EXCEPT FOR SALES AND
SECURITIZATIONS OF PURCHASED ASSETS WITH RESPECT TO WHICH THE SELLER HAS PAID
THE REPURCHASE PRICE AS SET 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 AGENT ALLOW SUCH ACTION WITH RESPECT TO ANY SUBSIDIARY WHICH IS
NOT A NET LEASE BORROWER OR A MATERIAL PART OF THE SELLER'S OVERALL BUSINESS
OPERATIONS.
DURING THE TERM OF THIS AGREEMENT, (I) SELLER SHALL NOT PLEDGE,
SELL OR OTHERWISE TRANSFER ANY LOANS THAT IT MAKES
34
UNDER A MASTER LOAN AGREEMENT TO ANY PERSON OTHER THAN A BUYER HEREUNDER WHILE
ANY OTHER LOAN UNDER THE SAME MASTER LOAN AGREEMENT IS A PURCHASED ASSET
HEREUNDER AND (II) SELLER SHALL NOT PLEDGE, SELL OR OTHERWISE TRANSFER ANY LOANS
THAT IT MAKES UNDER A MASTER LOAN AGREEMENT TO A BUYER HEREUNDER, IF ANY OTHER
LOAN UNDER THE SAME MASTER LOAN AGREEMENT HAS BEEN PLEDGED, SOLD OR OTHERWISE
TRANSFERRED TO ANY PERSON OTHER THAN A BUYER HEREUNDER.
M)
LIMITATION ON DISTRIBUTIONS.
WITHOUT THE AGENT'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 FISCAL QUARTER OF THE SELLER AND, IN THE CASE OF CLAUSES
(I) AND (III) BELOW, ON EACH OTHER DATE OF DETERMINATION DESIGNATED BY THE
AGENT, IN ITS SOLE DISCRETION, FROM TIME TO TIME, IT MEETS THE FOLLOWING
REQUIREMENTS (THE "NET WORTH REQUIREMENTS"):
(I)
THE SELLER SHALL NOT PERMIT ITS TANGIBLE NET WORTH TO BE LESS
THAN (I) $400,000,000 PLUS (II) NET WORTH INCREASE AMOUNTS.
(II)
THE SELLER SHALL ENSURE THAT THE SELLER, TOGETHER WITH ITS
CONSOLIDATED SUBSIDIARIES, HAS CASH AND CASH EQUIVALENTS IN AN AMOUNT OF NOT