ERISA, WHICH PROCEEDING IS NOT DISMISSED WITHIN THIRTY
(30) DAYS; AND
(F)
THE ADOPTION OF AN AMENDMENT TO ANY PLAN
THAT, PURSUANT TO SECTION 401(A)(29) OF THE CODE OR SECTION 307 OF ERISA, WOULD
RESULT IN THE LOSS OF TAX-EXEMPT STATUS OF THE TRUST OF WHICH SUCH PLAN IS A
PART IF THE SELLER OR AN ERISA AFFILIATE FAILS TO TIMELY PROVIDE SECURITY TO
SUCH PLAN IN ACCORDANCE WITH THE PROVISIONS OF SAID SECTIONS; AND
(VIII)
AT THE TIME IT FURNISHES THE FINANCIAL STATEMENTS PURSUANT TO
PARAGRAPH (I) ABOVE, A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE SELLER TO THE
EFFECT THAT, TO THE BEST OF SUCH RESPONSIBLE OFFICER'S KNOWLEDGE, THE SELLER
DURING SUCH FISCAL PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND
OTHER AGREEMENTS, AND SATISFIED EVERY
31
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 AGENT 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.
THE SELLER WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES (OR, IN THE CASE OF CLAUSE (I) BELOW, THE NET LEASE BORROWERS) TO:
(I)
PRESERVE AND MAINTAIN ITS LEGAL EXISTENCE AND ALL OF ITS MATERIAL
RIGHTS, PRIVILEGES, LICENSES AND FRANCHISES;
(II)
COMPLY WITH THE REQUIREMENTS OF ALL APPLICABLE MATERIAL LAWS,
RULES, REGULATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES (INCLUDING, WITHOUT
LIMITATION, TRUTH IN LENDING, REAL ESTATE SETTLEMENT PROCEDURES AND ALL
ENVIRONMENTAL LAWS);
(III)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE
ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(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 AGENT OR ANY 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,