LAW.
THERE IS NO
ACTION, SUIT, PROCEEDING, INVESTIGATION, OR ARBITRATION PENDING OR, TO THE BEST
KNOWLEDGE OF SELLER, THREATENED AGAINST SELLER, THE SPONSOR OR ANY OF THEIR
RESPECTIVE ASSETS, NOR IS THERE ANY ACTION, SUIT, PROCEEDING, INVESTIGATION, OR
ARBITRATION PENDING OR THREATENED AGAINST THE SPONSOR WHICH MAY RESULT IN ANY
MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROPERTIES, OR ASSETS OF SELLER OR THE SPONSOR, OR WHICH MAY HAVE AN ADVERSE
EFFECT ON
37
THE VALIDITY OF THE TRANSACTION DOCUMENTS OR THE PURCHASED ASSETS OR ANY ACTION
TAKEN OR TO BE TAKEN IN CONNECTION WITH THE OBLIGATIONS OF SELLER UNDER ANY OF
THE TRANSACTION DOCUMENTS.
SELLER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL REQUIREMENTS OF LAW.
NEITHER SELLER NOR THE SPONSOR IS IN DEFAULT IN
ANY MATERIAL RESPECT WITH RESPECT TO ANY JUDGMENT, ORDER, WRIT, INJUNCTION,
DECREE, RULE OR REGULATION OF ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY.
(V)
NO BROKER.
SELLER HAS NOT DEALT WITH ANY
BROKER, INVESTMENT BANKER, AGENT, OR OTHER PERSON (OTHER THAN A BUYER OR AN
AFFILIATE OF A BUYER) WHO MAY BE ENTITLED TO ANY COMMISSION OR COMPENSATION IN
CONNECTION WITH THE SALE OF PURCHASED LOANS OR PURCHASED SECURITIES PURSUANT TO
ANY OF THE TRANSACTION DOCUMENTS.
(VI)
GOOD TITLE.
IMMEDIATELY PRIOR TO THE PURCHASE
OF ANY PURCHASED SECURITIES OR PURCHASED LOANS BY THE APPLICABLE BUYER FROM
SELLER, SUCH PURCHASED SECURITIES AND PURCHASED LOANS ARE FREE AND CLEAR OF ANY
LIEN, ENCUMBRANCE OR IMPEDIMENT TO TRANSFER (INCLUDING ANY "ADVERSE CLAIM" AS
DEFINED IN SECTION 8-102(A)(1) OF THE UCC), AND SELLER IS THE RECORD AND
BENEFICIAL OWNER OF AND HAS GOOD AND MARKETABLE TITLE TO AND THE RIGHT TO SELL
AND TRANSFER SUCH PURCHASED SECURITIES AND PURCHASED LOANS TO THE APPLICABLE
BUYER AND, UPON TRANSFER OF SUCH PURCHASED SECURITIES AND PURCHASED LOANS TO THE
APPLICABLE BUYER, SUCH BUYER SHALL BE THE OWNER OF SUCH PURCHASED SECURITIES AND
PURCHASED LOANS FREE OF ANY ADVERSE CLAIM, SUBJECT TO THE RIGHTS OF SELLER
PURSUANT TO THE TERMS OF THIS AGREEMENT.
IN THE EVENT THE RELATED TRANSACTION
IS RECHARACTERIZED AS A SECURED FINANCING OF THE PURCHASED SECURITIES OR
PURCHASED LOANS, THE PROVISIONS OF THIS AGREEMENT ARE EFFECTIVE TO CREATE IN
FAVOR OF THE APPLICABLE BUYER A VALID SECURITY INTEREST IN ALL RIGHTS, TITLE AND
INTEREST OF THE SELLER IN, TO AND UNDER THE ASSETS AND THE BUYER SHALL HAVE A
VALID, PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE PURCHASED SECURITIES OR
PURCHASED LOANS.
(VII)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT (IN
EACH CASE, OTHER THAN WITH RESPECT TO A BUYER) EXISTS UNDER OR WITH RESPECT TO
THE TRANSACTION DOCUMENTS.
(VIII)
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASED
SECURITIES.
SELLER REPRESENTS AND WARRANTS TO SECURITIES BUYER THAT EACH
PURCHASED SECURITY SOLD HEREUNDER (OTHER THAN A PURCHASED SECURITY ISSUED OR
UNDERWRITTEN BY AN AFFILIATE OF SECURITIES BUYER), AS OF EACH PURCHASE DATE FOR
A TRANSACTION, CONFORM TO THE APPLICABLE REPRESENTATIONS AND WARRANTIES SET
FORTH IN EXHIBIT VI ATTACHED HERETO IN ALL MATERIAL RESPECTS, EXCEPT AS
DISCLOSED TO SECURITIES BUYER IN