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 BUYER 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.
EACH OF THE SELLER AND ITS SUBSIDIARIES WILL:
(I)
WITH RESPECT TO THE SELLER AND NET LEASE BORROWERS ONLY, PRESERVE
AND MAINTAIN ITS LEGAL EXISTENCE AND ALL OF ITS MATERIAL RIGHTS, PRIVILEGES,
LICENSES AND FRANCHISES;
(II)
COMPLY WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES (INCLUDING, WITHOUT
LIMITATION, TRUTH IN LENDING, REAL ESTATE SETTLEMENT PROCEDURES AND ALL
ENVIRONMENTAL LAWS) IF FAILURE TO COMPLY WITH SUCH REQUIREMENTS WOULD BE
REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE) TO HAVE A MATERIAL
ADVERSE EFFECT;
(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 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, TO INSPECT ANY OF ITS PROPERTIES, AND
TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS OFFICERS, ALL TO THE EXTENT
REASONABLY REQUESTED BY THE BUYER.
30
D)
PROHIBITION OF FUNDAMENTAL CHANGES.
THE SELLER SHALL NOT ENTER
INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR AMALGAMATION, OR LIQUIDATE,
WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP OR
DISSOLUTION) OR SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; PROVIDED, THAT THE
SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY SUBSIDIARY OF THE SELLER OR (B) ANY
OTHER PERSON IF THE SELLER IS THE SURVIVING ENTITY, OR THE BUYER CONSENTS TO
SUCH MERGER OR CONSOLIDATION; AND PROVIDED FURTHER, THAT IF AFTER GIVING EFFECT
THERETO, NO DEFAULT WOULD EXIST HEREUNDER.
E)
MARGIN DEFICIT.
IF AT ANY TIME THERE EXISTS A MARGIN DEFICIT,
THE SELLER SHALL CURE SAME IN ACCORDANCE WITH SECTION 6(A) HEREOF.
F)