REASONABLY REQUEST (INCLUDING, WITHOUT LIMITATION, PERFECTED SECURITY INTEREST
IN THE COLLATERAL AND NON-SUBSTANTIVE CONSOLIDATION OF SELLER AND THE NET LEASE
BORROWER) AND IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT;
(VI)
A COPY OF THE UNDERWRITING GUIDELINES CERTIFIED BY AN OFFICER OF
THE SELLER;
(VII)
EVIDENCE OF ESTABLISHMENT OF THE COLLECTION ACCOUNT; AND
(VIII)
ANY OTHER DOCUMENTS REASONABLY REQUESTED BY AGENT.
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B)
THE OBLIGATION, IF ANY, OF ANY BUYER TO ENTER INTO EACH
TRANSACTION (INCLUDING THE INITIAL TRANSACTION) PURSUANT TO THIS AGREEMENT IS
SUBJECT TO THE FULFILLMENT OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
(I)
AGENT, ON BEHALF OF SUCH BUYER, OR ITS DESIGNEE SHALL HAVE
RECEIVED ON OR BEFORE THE DAY OF A TRANSACTION WITH RESPECT TO THE PURCHASED
ASSET RELATED TO SUCH TRANSACTION THE FOLLOWING, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT AND (IF APPLICABLE) DULY EXECUTED:
(A)
TRANSACTION NOTICE AND LOAN SCHEDULE DELIVERED
PURSUANT TO SECTION 4(A);
(B)
THE TRUST RECEIPT WITH RESPECT TO SUCH
PURCHASED ASSET, WITH THE LOAN SCHEDULE ATTACHED;
(C)
TO THE EXTENT NOT DELIVERED TO THE AGENT
PREVIOUSLY, A SECRETARY'S CERTIFICATE OF THE SECRETARY OF THE NET LEASE BORROWER
RELATED TO SUCH TRANSACTION, CERTIFYING THE NAMES, TRUE SIGNATURES AND TITLES OF
SUCH NET LEASE BORROWER'S REPRESENTATIVES DULY AUTHORIZED TO
EXECUTE THE
RELATED MASTER LOAN AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED THEREUNDER
AND ATTACHING A COPY OF THE TRUE AND COMPLETE BYLAWS OR LIMITED LIABILITY
COMPANY AGREEMENT AND CERTIFICATE OF INCORPORATION OR FORMATION OF SUCH NET
LEASE BORROWER; AND
(D)
SUCH CERTIFICATES, CUSTOMARY OPINIONS OF
COUNSEL OR OTHER DOCUMENTS AS AGENT MAY REASONABLY REQUEST, PROVIDED THAT SUCH
OPINIONS OF COUNSEL SHALL NOT BE REQUIRED ROUTINELY IN CONNECTION WITH EACH
TRANSACTION BUT SHALL ONLY BE REQUIRED IN CONNECTION WITH THE FIRST TRANSACTION
RELATED TO A NEW NET LEASE BORROWER AND OTHERWISE FROM TIME TO TIME AS DEEMED
NECESSARY BY AGENT IN GOOD FAITH.
(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
(III)
BUYERS SHALL NOT HAVE DETERMINED THAT THE INTRODUCTION OF OR A
CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR ADMINISTRATION OF
ANY REQUIREMENT OF LAW APPLICABLE TO ANY BUYER HAS MADE IT UNLAWFUL, AND NO
GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED THAT IT IS UNLAWFUL, FOR ANY SUCH
BUYER TO ENTER INTO TRANSACTIONS WITH A PRICING RATE BASED ON LIBO RATE.
(IV)
ALL REPRESENTATIONS AND WARRANTIES IN THE PROGRAM DOCUMENTS SHALL
BE TRUE AND CORRECT ON THE DATE OF SUCH TRANSACTION AND SELLER IS IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THE PROGRAM DOCUMENTS.
(V)
THE THEN AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL PURCHASED
ASSETS, WHEN ADDED TO THE PURCHASE PRICE FOR THE REQUESTED TRANSACTION, SHALL
NOT EXCEED THE MAXIMUM AGGREGATE PURCHASE PRICE.
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(VI)
AGENT SHALL HAVE DETERMINED THAT ALL ACTIONS NECESSARY OR, IN THE
OPINION OF AGENT, DESIRABLE TO MAINTAIN THE AGENT'S PERFECTED SECURITY INTEREST,
ON BEHALF OF THE NET LEASE BORROWERS, IN THE PURCHASED ASSETS AND OTHER
COLLATERAL HAVE BEEN TAKEN, INCLUDING, WITHOUT LIMITATION, DULY EXECUTED AND
FILED