KNOWLEDGE, THE SELLER DURING SUCH FISCAL
PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS, AND
SATISFIED EVERY MATERIAL CONDITION, CONTAINED IN THIS AGREEMENT AND THE OTHER
PROGRAM DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY IT, AND THAT SUCH
RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT
EXCEPT AS SPECIFIED IN SUCH CERTIFICATE (AND, IF ANY DEFAULT OR EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, DESCRIBING THE SAME IN REASONABLE DETAIL AND
DESCRIBING THE ACTION THE SELLER HAS TAKEN OR PROPOSES TO TAKE WITH RESPECT
THERETO).
B)
LITIGATION.
THE SELLER WILL PROMPTLY, AND IN
ANY EVENT WITHIN ONE (1)
BUSINESS DAY AFTER SERVICE OF PROCESS, GIVE TO THE
BUYER NOTICE OF ALL LEGAL OR ARBITRABLE PROCEEDINGS AFFECTING THE SELLER OR ANY
OF ITS SUBSIDIARIES THAT QUESTIONS OR CHALLENGES THE VALIDITY OR ENFORCEABILITY
OF ANY OF THE PROGRAM DOCUMENTS OR AS TO WHICH THERE IS A REASONABLE LIKELIHOOD
OF ADVERSE DETERMINATION WHICH WOULD RESULT IN A MATERIAL ADVERSE EFFECT OR IN
WHICH THE MATTER IN CONTROVERSY EXCEEDS $1,000,000.
C)
EXISTENCE, ETC.
EACH OF THE SELLER AND ITS
SUBSIDIARIES WILL:
(I)
WITH RESPECT TO THE SELLER AND NET LEASE
BORROWERS ONLY, PRESERVE AND MAINTAIN ITS LEGAL EXISTENCE AND ALL OF ITS
MATERIAL RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES;
(II)
COMPLY WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES
(INCLUDING, WITHOUT LIMITATION, TRUTH IN LENDING, REAL ESTATE SETTLEMENT
PROCEDURES AND ALL ENVIRONMENTAL LAWS) IF FAILURE TO COMPLY WITH SUCH
REQUIREMENTS WOULD BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE
AGGREGATE) TO HAVE A MATERIAL ADVERSE EFFECT;
(III)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT,
IN WHICH COMPLETE ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED;
31
(IV)
PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON
ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT
FOR ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE
RESERVES ARE BEING MAINTAINED; AND
(V)
PERMIT REPRESENTATIVES OF THE BUYER, DURING
NORMAL BUSINESS HOURS UPON ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE AT A
MUTUALLY DESIRABLE TIME OR AT ANY TIME DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO EXAMINE, COPY AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, TO
INSPECT ANY OF ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS
OFFICERS, ALL TO THE EXTENT REASONABLY REQUESTED BY THE BUYER.
D)
PROHIBITION OF FUNDAMENTAL CHANGES.
THE
SELLER SHALL NOT ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR
AMALGAMATION, OR LIQUIDATE, WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY
LIQUIDATION, WINDING UP OR DISSOLUTION) OR SELL ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS; PROVIDED, THAT THE SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY
SUBSIDIARY OF THE SELLER OR (B) ANY OTHER PERSON IF THE SELLER IS THE SURVIVING
ENTITY,