SERVICE, WITH ANY AFFILIATE UNLESS
SUCH TRANSACTION IS (A) PURSUANT TO SUCH SELLER'S EXECUTIVE LOAN PROGRAM AS
APPROVED FROM TIME TO TIME BY ITS BOARD OF DIRECTORS, (B) OTHERWISE PERMITTED
UNDER THIS AGREEMENT, (C) IN THE ORDINARY COURSE OF THE SELLERS' BUSINESS AND
(D) UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO THE SELLERS THAN IT
WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON WHICH IS NOT
AN AFFILIATE, OR (II) MAKE A PAYMENT THAT IS NOT OTHERWISE PERMITTED BY THIS
SECTION (J) TO ANY AFFILIATE.
(K)
DEFENSE OF TITLE.
SELLER WARRANTS AND WILL DEFEND THE RIGHT,
TITLE AND INTEREST OF BUYER IN AND TO ALL PURCHASED ITEMS AGAINST ALL ADVERSE
CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
42
(L)
PRESERVATION OF PURCHASED ITEMS. SELLER SHALL DO ALL THINGS
NECESSARY TO PRESERVE THE PURCHASED ITEMS SO THAT SUCH PURCHASED ITEMS REMAIN
SUBJECT TO A FIRST PRIORITY PERFECTED SECURITY INTEREST HEREUNDER. WITHOUT
LIMITING THE FOREGOING, SELLER WILL COMPLY WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO SELLER OR RELATING TO
THE PURCHASED ITEMS AND CAUSE THE PURCHASED ITEMS TO COMPLY WITH ALL APPLICABLE
LAWS, RULES, REGULATIONS OF ANY SUCH GOVERNMENTAL AUTHORITY.
SELLER WILL NOT
ALLOW ANY DEFAULT TO OCCUR FOR WHICH SELLER IS RESPONSIBLE UNDER ANY PURCHASED
ITEMS OR ANY PROGRAM DOCUMENTS AND SELLER SHALL FULLY PERFORM OR CAUSE TO BE
PERFORMED WHEN DUE ALL OF ITS OBLIGATIONS UNDER ANY PURCHASED ITEMS OR THE
PROGRAM DOCUMENTS.
(M)
NO ASSIGNMENT.
SELLER SHALL NOT SELL, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, OR PLEDGE,
HYPOTHECATE OR GRANT A SECURITY INTEREST IN OR LIEN ON OR OTHERWISE ENCUMBER
(EXCEPT PURSUANT TO THE PROGRAM DOCUMENTS), ANY OF THE PURCHASED LOANS OR ANY
INTEREST THEREIN, PROVIDED THAT THIS SECTION 13(M) SHALL NOT PREVENT ANY
CONTRIBUTION, ASSIGNMENT, TRANSFER OR CONVEYANCE OF PURCHASED LOANS IN
ACCORDANCE WITH THE PROGRAM DOCUMENTS.
(N)
LIMITATION ON SALE OF ASSETS. SELLERS 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 ITS ASSETS TO
ANY PERSON; PROVIDED, THAT (A) THE SELLERS MAY AFTER PRIOR WRITTEN NOTICE TO THE
BUYER ALLOW SUCH ACTION WITH RESPECT TO ANY SUBSIDIARY WHICH IS NOT A MATERIAL
PART OF THE SELLERS' OVERALL BUSINESS OPERATIONS AND (B) THE FOREGOING SHALL NOT
PROHIBIT THE SELLERS FROM SECURITIZING OR SELLING ANY LOAN.
(O)
LIMITATION ON DISTRIBUTIONS.
WITHOUT THE BUYER'S CONSENT, THE
SELLERS 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
ANY 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 ANY SELLER.