OR LIQUIDATE
IN WHOLE OR IN PART, EXCEPT AS PERMITTED HEREUNDER;
(IX)
MAKE OR INCUR ANY CAPITAL EXPENDITURES, EXCEPT AS REASONABLY REQUIRED
TO PERFORM ITS FUNCTIONS IN ACCORDANCE WITH THE TERMS OF THIS INDENTURE AND THE
OTHER TRANSACTION DOCUMENTS;
(X)
BECOME LIABLE IN ANY WAY, WHETHER DIRECTLY OR BY ASSIGNMENT OR AS A
GUARANTOR OR OTHER SURETY, FOR THE OBLIGATIONS OF THE LESSEE UNDER ANY LEASE,
HIRE ANY EMPLOYEES OR PAY ANY DIVIDENDS TO ITS SHAREHOLDERS, EXCEPT WITH RESPECT
TO THE PREFERRED SHARES IN ACCORDANCE WITH THE PRIORITY OF PAYMENTS AND THE
PREFERRED SHARES PAYING AGENCY AGREEMENT;
(XI)
MAINTAIN ANY BANK ACCOUNTS OTHER THAN THE ACCOUNTS, THE PREFERRED
SHARES DISTRIBUTION ACCOUNT AND THE BANK ACCOUNT IN THE CAYMAN ISLANDS IN WHICH
(INTER ALIA) THE PROCEEDS OF THE ISSUER'S ISSUED SHARE CAPITAL AND THE
TRANSACTION FEES PAID TO THE ISSUER FOR AGREEING TO ISSUE THE SECURITIES WILL BE
KEPT;
(XII)
CONDUCT BUSINESS UNDER AN ASSUMED NAME, OR CHANGE ITS NAME WITHOUT
FIRST DELIVERING AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE TRUSTEE,
THE NOTEHOLDERS AND THE RATING AGENCIES AND AN OPINION OF COUNSEL TO THE EFFECT
THAT SUCH NAME CHANGE WILL NOT ADVERSELY AFFECT THE SECURITY INTEREST HEREUNDER
OF THE TRUSTEE;
(XIII)
ENGAGE IN ANY ACTIVITY THAT WOULD CAUSE THE ISSUER TO BE TREATED AS A
FOREIGN CORPORATION SUBJECT TO U.S. FEDERAL, STATE OR LOCAL INCOME OR FRANCHISES
TAX;
(XIV)
EXCEPT FOR ANY AGREEMENTS (OTHER THAN A HEDGE AGREEMENT) INVOLVING THE
PURCHASE AND SALE OF COLLATERAL DEBT SECURITIES HAVING CUSTOMARY PURCHASE OR
SALE TERMS AND DOCUMENTED WITH CUSTOMARY LOAN TRADING DOCUMENTATION, ENTER INTO
ANY AGREEMENTS UNLESS SUCH AGREEMENTS CONTAIN "NON-PETITION" AND "LIMITED
RECOURSE" PROVISIONS; OR
(XV)
PERMIT THE ISSUER TO SELL OR OTHERWISE TRANSFER (OR FINANCE) MORE THAN
49%, IN THE AGGREGATE, OF THE ISSUER ORDINARY SHARES (OR REGISTER ANY SUCH
TRANSFER TO ANY OTHER PERSON OR ENTITY) WITHOUT PROVIDING TO THE TRUSTEE (WITH A
COPY TO S&P) AN OPINION OF COUNSEL WITH RESPECT TO THE NON-CONSOLIDATION OF SUCH
TRANSFEREE WITH THE ISSUER, SUBSTANTIALLY IN THE FORM OF THE NON-CONSOLIDATION
OPINION DELIVERED ON THE CLOSING DATE.
175
(B)
NEITHER THE ISSUER NOR THE TRUSTEE SHALL SELL, TRANSFER, EXCHANGE OR
OTHERWISE DISPOSE OF ASSETS, OR ENTER INTO OR ENGAGE IN ANY BUSINESS WITH
RESPECT TO ANY PART OF THE ASSETS, EXCEPT AS EXPRESSLY PERMITTED OR REQUIRED BY
THIS INDENTURE OR THE COLLATERAL MANAGEMENT AGREEMENT.
(C)
THE CO-ISSUER SHALL NOT INVEST ANY OF ITS ASSETS IN "SECURITIES" (AS
SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT) AND SHALL KEEP ALL OF THE
CO-ISSUER'S ASSETS IN CASH.
(D)
FOR SO LONG AS ANY OF THE NOTES ARE OUTSTANDING, THE CO-ISSUER SHALL
NOT ISSUE ANY LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS OF THE CO-ISSUER TO
ANY PERSON OTHER THAN GRAMERCY INVESTMENT OR A WHOLLY-OWNED SUBSIDIARY OF
GRAMERCY INVESTMENT.
(E)
THE ISSUER SHALL NOT ENTER INTO ANY MATERIAL NEW AGREEMENTS (OTHER THAN
ANY HEDGE AGREEMENT, HEDGE COUNTERPARTY CREDIT SUPPORT, COLLATERAL DEBT
SECURITY, COLLATERAL DEBT SECURITY PURCHASE AGREEMENT OR OTHER AGREEMENT
(INCLUDING, WITHOUT LIMITATION,