REPRESENTATION OR WARRANTY LISTED ON APPENDIX A
HERETO APPLICABLE TO ANY PURCHASED ASSET THAT WOULD RESULT IN THE PURCHASED
ASSET NOT BEING AN ELIGIBLE ASSET, THE SELLER SHALL PROMPTLY GIVE NOTICE OF SUCH
DISCOVERY TO THE AGENT.
U)
ILLEGAL ACTIVITIES; ANTI-MONEY LAUNDERING LAWS.
THE SELLER HAS
NOT ENGAGED, IS NOT ENGAGING, AND SHALL NOT IN THE FUTURE ENGAGE IN ANY CONDUCT
OR ACTIVITY THAT COULD SUBJECT ITS ASSETS TO FORFEITURE OR SEIZURE, INCLUDING
WITHOUT LIMITATION, CONDUCT OR ACTIVITIES IN VIOLATION OF THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS ACT, THE BANK SECRECY ACT OR NARCOTIC DRUG
LAWS.
THE SELLER HAS COMPLIED WITH ALL APPLICABLE ANTI-MONEY LAUNDERING LAWS
AND REGULATIONS, INCLUDING WITHOUT LIMITATION THE USA PATRIOT ACT OF 200L
(COLLECTIVELY, THE "ANTI MONEY LAUNDERING LAWS").
AS AND TO THE EXTENT REQUIRED
BY THE ANTI MONEY LAUNDERING LAWS, THE SELLER (I) HAS CONDUCTED THE REQUISITE
DUE DILIGENCE IN CONNECTION WITH THE ORIGINATION OF EACH PURCHASED ASSET FOR
PURPOSES OF THE ANTI-MONEY LAUNDERING LAWS, INCLUDING WITH RESPECT TO THE
LEGITIMACY OF THE APPLICABLE MORTGAGOR, DEALERSHIP GUARANTOR, OTHER OBLIGOR, AND
THEIR RESPECTIVE PRINCIPALS, AND THE ORIGIN OF THE ASSETS USED BY THE SAID
MORTGAGOR TO PURCHASE THE PROPERTY IN QUESTION, AND (II) MAINTAINS, AND WILL
MAINTAIN, SUFFICIENT INFORMATION TO IDENTIFY THE APPLICABLE MORTGAGOR AND ITS
PRINCIPALS, FOR PURPOSES OF THE ANTI-MONEY LAUNDERING LAWS.
NO PURCHASED ASSET
IS SUBJECT TO NULLIFICATION PURSUANT TO EXECUTIVE ORDER 13224 (THE "EXECUTIVE
ORDER") OR THE REGULATIONS PROMULGATED BY THE OFFICE OF FOREIGN ASSETS CONTROL
OF THE UNITED STATES DEPARTMENT OF THE TREASURY (THE "OFAC REGULATIONS") OR IN
VIOLATION OF THE EXECUTIVE ORDER OR THE OFAC REGULATIONS, AND NO MORTGAGOR OR
ANY OF ITS PRINCIPALS, IS SUBJECT TO THE PROVISIONS OF SUCH EXECUTIVE ORDER OR
THE OFAC REGULATIONS NOR LISTED AS A "BLOCKED PERSON" FOR PURPOSES OF THE OFAC
REGULATIONS.
V)
AMENDMENT OF TRIPLE NET LEASE.
WITHOUT THE CONSENT OF THE AGENT,
THE SELLER WILL NOT, NOR WILL IT PERMIT OR ALLOW OTHERS TO TERMINATE (UNLESS
PERMITTED BY THE TERMS OF SUCH TRIPLE NET LEASE WITHOUT THE CONSENT OF THE
LESSOR THEREUNDER), MAKE ANY MATERIAL AMENDMENT OR
36
MODIFICATION TO, OR WAIVE ANY MATERIAL PROVISION OF, ANY TRIPLE NET LEASE
RELATED TO A PURCHASED ASSET.
W)
NON-PETITION.
UNTIL ONE YEAR AND ONE DAY AFTER THE DATE THAT THE
BUYERS HAVE BEEN PAID ALL OF THE REPURCHASE PRICE WITH RESPECT TO EACH PURCHASED
ASSET RELATED TO A NET LEASE BORROWER THAT THEY HAVE PURCHASED UNDER THIS
AGREEMENT AND EITHER (I) AN ABS TRANSACTION (AS DEFINED IN THE APPLICABLE MASTER
LOAN AGREEMENT) HAS OCCURRED INVOLVING SUCH NET LEASE BORROWER AND THE PURCHASED
ASSETS RELATED THERETO OR (II) ALL OTHER OBLIGATIONS UNDER THIS AGREEMENT HAVE
BEEN PAID IN FULL BY THE SELLER AND THIS AGREEMENT HAS BEEN TERMINATED, THE
SELLER SHALL NOT PETITION OR OTHERWISE INVOKE THE PROCESS OF ANY COURT OR
GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
SUCH NET LEASE BORROWER UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR
SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR,