TAXES AS ARE BEING APPROPRIATELY
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH
RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
(M)
SELLER SHALL ADVISE BUYER IN WRITING OF THE OPENING OF ANY NEW
CHIEF EXECUTIVE OFFICE OR THE CLOSING OF ANY SUCH OFFICE AND OF ANY CHANGE IN
SELLER'S NAME OR THE PLACES WHERE THE BOOKS AND RECORDS PERTAINING TO THE
PURCHASED ASSETS ARE HELD NOT LESS THAN FIFTEEN (15) BUSINESS DAYS PRIOR TO
TAKING ANY SUCH ACTION.
(N)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE PURCHASED ASSETS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A DEGREE OF PRUDENCE
THAN IF THE PURCHASED ASSETS WERE HELD BY SELLER FOR ITS OWN ACCOUNT AND WILL
FURNISH BUYER, UPON REQUEST BY BUYER OR ITS DESIGNATED REPRESENTATIVE, WITH
INFORMATION REASONABLY OBTAINABLE BY SELLER WITH RESPECT TO THE PURCHASED ASSETS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS.
(O)
SELLER SHALL PROVIDE BUYER WITH ACCESS TO OPERATING STATEMENTS,
THE OCCUPANCY STATUS AND OTHER PROPERTY LEVEL INFORMATION, WITH RESPECT TO THE
PROPERTIES, PLUS ANY SUCH ADDITIONAL REPORTS AS BUYER MAY REASONABLY REQUEST.
(P)
SELLER HEREBY COVENANTS AND AGREES THAT ALL INTEREST AND ORIGINAL
ISSUE DISCOUNT RECEIVED OR ACCRUED WITH RESPECT TO THE PURCHASED ASSETS SHALL BE
TREATED AS PORTFOLIO INTEREST WITHIN THE MEANING OF SECTIONS 871(H) AND
881(C) OF THE INTERNAL REVENUE CODE, AS AMENDED,
37
AND NO AMOUNT WILL BE REQUIRED TO BE DEDUCTED FROM ANY REMITTANCE ON THE
PURCHASED ASSETS ON ACCOUNT OF WITHHOLDING TAX OR OTHERWISE.
(Q)
SELLER SHALL NOTIFY BUYER IN WRITING OF ANY PROPOSED EXTENSION OR
MATERIAL MODIFICATION OF ANY PURCHASED ASSET NOT LESS THAN TEN (10) BUSINESS
DAYS PRIOR TO TAKING ANY SUCH ACTION AND SHALL REASONABLY PROVIDE BUYER WITH ANY
DOCUMENTATION REQUIRED FOR SUCH PURCHASED ASSET TO BE MODIFIED OR EXTENDED AFTER
ANY SUCH ACTION HAS BEEN TAKEN.
(R)
SELLER SHALL PAY ALL REASONABLE AND ACTUALLY INCURRED EXPENSES
(INCLUDING THE REASONABLE FEES AND EXPENSES OF COUNSEL TO BUYER) OF BUYER IN
CONNECTION WITH THE NEGOTIATION AND DOCUMENTATION OF THIS AGREEMENT.
(S)
SELLER SHALL BE SOLELY RESPONSIBLE FOR THE FEES AND EXPENSES OF
CUSTODIAN.
(T)
SELLER SHALL, AND SHALL CAUSE EACH ENTITY SERVICING ANY PURCHASED
ASSETS TO, PROMPTLY NOTIFY BUYER IN WRITING OF ANY PAYMENT IN FULL OR REASONABLY
ANTICIPATED PAYMENT IN FULL OF A PURCHASED ASSET.
12.
[RESERVED]
13.
EVENTS OF DEFAULT
Each of the following shall constitute an "Event of Default" under this
Agreement:
(I)
EITHER (A) THE TRANSACTION DOCUMENTS SHALL FOR ANY REASON NOT
CAUSE, OR SHALL CEASE TO CAUSE, BUYER TO BE THE OWNER FREE OF ANY ADVERSE CLAIM
OF ANY OF THE PURCHASED ASSETS, OR (B) IF A TRANSACTION IS RECHARACTERIZED AS A
SECURED FINANCING, THE TRANSACTION DOCUMENTS WITH RESPECT TO ANY TRANSACTION
SHALL FOR ANY REASON CEASE TO CREATE A VALID FIRST PRIORITY SECURITY INTEREST IN
FAVOR OF BUYER IN ANY OF THE PURCHASED ASSETS;
(II)
IN THE EVENT THAT BUYER OR ANY OF ITS AFFILIATES IS A PARTY