EXTENT PERMITTED BY LAW, (II) CAUSE EACH BANKING
BUSINESS SUBSIDIARY TO BE "WELL CAPITALIZED" UNDER APPLICABLE REGULATIONS
RELATING TO CAPITAL MEASURES AND CAPITAL LEVELS REQUIRED OF SUCH BANKING
BUSINESS SUBSIDIARY AND TO MAINTAIN SUCH AMOUNT OF PERMANENT CAPITAL ON THE
BOOKS OF SUCH BANKING BUSINESS SUBSIDIARY AS MAY BE PRESCRIBED FROM TIME TO TIME
BY THE RELEVANT BANKING REGULATOR, AND (II) CAUSE EACH BANKING BUSINESS
SUBSIDIARY THAT IS A DEPOSITORY INSTITUTION TO MAINTAIN ITS STATUS AS A
DEPOSITORY INSTITUTION REGULATED BY A FEDERAL BANKING REGULATOR.
(R)
ANTI-MONEY LAUNDERING AND CUSTOMER IDENTIFICATION PROGRAMS.
DO
OR CAUSE TO BE DONE ALL THINGS NECESSARY TO ENSURE THAT EACH OF THE BORROWER,
BANKING SUBSIDIARY AND THE BANKING BUSINESS SUBSIDIARIES MAINTAINS AN ANTI-MONEY
LAUNDERING POLICY AND A CUSTOMER IDENTIFICATION PROGRAM THAT COMPLY WITH THE
REQUIREMENTS OF APPLICABLE LAWS AND REGULATIONS.
(S)
ADDITIONAL SUBSIDIARY.
IN THE EVENT THE BORROWER CREATES A NEW
SUBSIDIARY TO (A) REPLACE OR (B) SUBSTANTIALLY UNDERTAKE THE BUSINESS OF
STERLING SAVINGS BANK, NOTIFY THE ADMINISTRATIVE AGENT OF ANY SUCH SUBSIDIARY
THAT IS FORMED OR ACQUIRED AFTER THE EFFECTIVE DATE WITHIN THREE (3) BUSINESS
DAYS OF SUCH FORMATION OR ACQUISITION AND (I) CAUSE EACH SUBSIDIARY THAT OWNS OR
POSSESSES VOTING CAPITAL STOCK OF SUCH NEW SUBSIDIARY TO EXECUTE AND DELIVER TO
THE COLLATERAL AGENT, WITH COPIES TO THE ADMINISTRATIVE AGENT, WITHIN THREE (3)
BUSINESS DAYS OF SUCH FORMATION OR ACQUISITION, SUPPLEMENTS TO THE COLLATERAL
PLEDGE AGREEMENT, EACH, IN THE FORM SPECIFIED THEREIN, PLEDGING SUCH VOTING
CAPITAL STOCK OF SUCH NEW SUBSIDIARY, AND (II) CAUSE AN AMOUNT OF CAPITAL STOCK
OF SUCH NEW SUBSIDIARY EQUIVALENT TO THE VALUE OF THE PLEDGED COLLATERAL TO BE
PLEDGED, IN ACCORDANCE WITH THE COLLATERAL PLEDGE AGREEMENT, WITHIN THREE (3)
BUSINESS DAYS OF SUCH FORMATION OR ACQUISITION, TO THE COLLATERAL AGENT, FOR THE
EQUAL AND RATABLE BENEFIT OF THE SECURED PARTIES, UNDER THE COLLATERAL PLEDGE
AGREEMENT (AMENDED OR SUPPLEMENTED AS NECESSARY) TO ENSURE THAT THE LENDER'S
COLLATERAL POSITION IS NOT PREJUDICED THEREBY.
SECTION 7.02
NEGATIVE COVENANTS.
UNTIL SATISFACTION IN FULL OF ALL
THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS AND TERMINATION OF
THE COMMITMENTS OF THE LENDER HEREUNDER, THE BORROWER WILL NOT:
(A)
MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.
BE A PARTY TO ANY
MERGER, CONSOLIDATION OR SHARE EXCHANGE, OR SELL, TRANSFER, LEASE OR OTHERWISE
DISPOSE OF ALL OR ANY MATERIAL PART OF ITS ASSETS OR PROPERTY, INCLUDING ANY
DISPOSITION OF ASSETS OR PROPERTY AS PART OF A SALE AND LEASEBACK TRANSACTION,
(EXCEPT IN THE CASE OF SALE AND LEASEBACK TRANSACTIONS, ANY SUCH TRANSACTION
ENTERED INTO BY BANK SUBSIDIARY OR ITS SUBSIDIARIES) OR IN ANY EVENT SELL OR
DISCOUNT (WITH OR WITHOUT RECOURSE) ANY OF ITS NOTES OR ACCOUNTS RECEIVABLE, OR
PERMIT ANY SUBSIDIARY SO TO DO IN EACH CASE WITHOUT LENDER'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED, HOWEVER,
THAT THIS SECTION 7.02 SHALL NOT APPLY OR OPERATE TO PREVENT (I) THE BORROWER OR
ANY SUBSIDIARY BEING A PARTY TO ANY MERGER WHERE THE BORROWER OR THE SUBSIDIARY
IS THE SURVIVING PERSON