ANY OTHER
MATTERS RELATING TO THE TRANSACTION DOCUMENTS OR TRANSACTIONS THAT SELLER WISHES
TO DISCUSS WITH BUYER.
(L)
SELLER SHALL AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS WITH
ALL LAWS, ORDINANCES, RULES AND REGULATIONS OF ANY FEDERAL, STATE, MUNICIPAL OR
OTHER PUBLIC AUTHORITY HAVING JURISDICTION OVER SELLER OR ANY OF ITS ASSETS TO
THE EXTENT NECESSARY TO AVOID A MATERIAL ADVERSE EFFECT, AND SELLER SHALL DO OR
CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE AND MAINTAIN IN FULL FORCE AND
EFFECT ITS LEGAL EXISTENCE, AND ALL LICENSES MATERIAL TO ITS BUSINESS.
(M)
SELLER SHALL AT ALL TIMES KEEP PROPER BOOKS OF RECORDS AND ACCOUNTS
IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE MADE OF ITS TRANSACTIONS FAIRLY
IN ACCORDANCE WITH GAAP, AND SET ASIDE ON ITS BOOKS FROM ITS EARNINGS FOR EACH
FISCAL YEAR ALL SUCH PROPER RESERVES IN ACCORDANCE WITH GAAP.
(N)
SELLER SHALL OBSERVE, PERFORM AND SATISFY ALL THE TERMS,
PROVISIONS, COVENANTS AND CONDITIONS REQUIRED TO BE OBSERVED, PERFORMED OR
SATISFIED BY IT, AND SHALL PAY WHEN DUE ALL COSTS, FEES AND EXPENSES REQUIRED TO
BE PAID BY IT, UNDER THE TRANSACTION DOCUMENTS.
SELLER SHALL PAY AND DISCHARGE
ALL TAXES, LEVIES, LIENS AND OTHER CHARGES ON ITS ASSETS AND, TO THE EXTENT IT
IS NOT SPECIFICALLY PROHIBITED, ON THE COLLATERAL THAT, IN EACH CASE, IN ANY
MANNER WOULD CREATE ANY LIEN OR CHARGE UPON THE COLLATERAL, OTHER THAN ANY SUCH
TAXES THAT 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.
(O)
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.
(P)
SELLER WILL MAINTAIN RECORDS WITH RESPECT TO THE COLLATERAL AND
PURCHASED ITEMS AND THE CONDUCT AND OPERATION OF ITS BUSINESS WITH NO LESS A
DEGREE OF PRUDENCE THAN IF THE COLLATERAL AND PURCHASED ITEMS WERE HELD BY
SELLER FOR ITS OWN ACCOUNT AND WILL FURNISH BUYER, UPON REASONABLE REQUEST BY
BUYER OR ITS DESIGNATED REPRESENTATIVE, WITH REASONABLE INFORMATION OBTAINABLE
BY SELLER WITH RESPECT TO THE COLLATERAL AND PURCHASED ITEMS AND THE CONDUCT AND
OPERATION OF ITS BUSINESS.
(Q)
SELLER SHALL PROVIDE BUYER WITH REASONABLE ACCESS TO OPERATING
STATEMENTS, THE OCCUPANCY STATUS AND OTHER PROPERTY LEVEL INFORMATION WITH
RESPECT TO THE UNDERLYING REAL ESTATE DIRECTLY OR INDIRECTLY SECURING OR
SUPPORTING SUCH PURCHASED ASSETS THAT EITHER IS IN SELLER'S POSSESSION OR IS
REASONABLY AVAILABLE TO SELLER, PLUS ANY SUCH ADDITIONAL REPORTS AS BUYER MAY
60
REQUEST, TO THE EXTENT THAT SELLER IS ENTITLED TO OBTAIN SUCH REPORTS PURSUANT
TO THE RELATED PURCHASED ASSET DOCUMENTS.
(R)
SELLER SHALL ENTER INTO HEDGING TRANSACTIONS WITH RESPECT TO EACH
OF THE HEDGE-REQUIRED ASSETS TO THE EXTENT NECESSARY TO HEDGE INTEREST RATE RISK