WITH, THE APPLICABLE
PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL OR STATE LAW. NO EVENT OR
CONDITION HAS OCCURRED AND IS CONTINUING AS TO WHICH THE SELLER WOULD BE UNDER
AN OBLIGATION TO FURNISH A REPORT TO THE AGENT UNDER SECTION 14(A)(VI) HEREOF.
Q)
LICENSES.
NO BUYER WILL BE REQUIRED SOLELY AS A RESULT OF
PURCHASING ANY PURCHASED ASSETS TO BE LICENSED, REGISTERED OR APPROVED OR TO
OBTAIN PERMITS OR OTHERWISE QUALIFY (I) TO DO BUSINESS IN ANY STATE OR
(II) UNDER ANY FEDERAL, STATE OR LOCAL CONSUMER LENDING, FAIR DEBT COLLECTION OR
OTHER APPLICABLE FEDERAL, STATE OR LOCAL STATUTE OR REGULATION.
R)
[INTENTIONALLY OMITTED]
28
S)
NO BURDENSOME RESTRICTIONS.
NO REQUIREMENT OF LAW OR CONTRACTUAL
OBLIGATION OF THE SELLER OR ANY OF ITS SUBSIDIARIES HAS A MATERIAL ADVERSE
EFFECT.
T)
SUBSIDIARIES.
ALL OF THE SUBSIDIARIES OF THE SELLER AS OF THE
DATE HEREOF AND, THEREAFTER, AS OF THE LAST BUSINESS DAY OF THE MOST RECENTLY
ENDED CALENDAR QUARTER ARE LISTED ON SCHEDULE A TO THIS AGREEMENT (AS UPDATED AS
OF THE LAST BUSINESS DAY OF EACH CALENDAR QUARTER BY THE SELLER).
U)
ORIGINATION AND ACQUISITION OF LOANS.
THE LOANS WERE ORIGINATED
BY THE SELLER, AND THE ORIGINATION AND COLLECTION PRACTICES USED BY THE SELLER,
AS APPLICABLE, WITH RESPECT TO THE LOANS HAVE BEEN, IN ALL MATERIAL RESPECTS
LEGAL, PROPER, PRUDENT AND CUSTOMARY IN THE FRANCHISE OR COMMERCIAL, AS
APPLICABLE, MORTGAGE LOAN ORIGINATION BUSINESS AND IN ACCORDANCE WITH THE
UNDERWRITING GUIDELINES.
THE SERVICING OF EACH OF THE LOANS HAS BEEN IN ALL
MATERIAL RESPECTS, LEGAL, PROPER, PRUDENT AND CUSTOMARY IN THE COMMERCIAL
MORTGAGE LOAN SERVICING BUSINESS AND IN ACCORDANCE WITH THE ACCEPTED SERVICING
STANDARDS.
V)
SELLER SOLVENT; FRAUDULENT CONVEYANCE. AS OF THE DATE HEREOF AND
IMMEDIATELY AFTER GIVING EFFECT TO EACH TRANSACTION, THE FAIR VALUE OF THE
ASSETS OF THE SELLER IS GREATER THAN THE FAIR VALUE OF THE LIABILITIES
(INCLUDING, WITHOUT LIMITATION, CONTINGENT LIABILITIES IF AND TO THE EXTENT
REQUIRED TO BE RECORDED AS A LIABILITY ON THE FINANCIAL STATEMENTS OF THE SELLER
IN ACCORDANCE WITH GAAP) OF THE SELLER AND THE SELLER IS AND WILL BE SOLVENT, IS
AND WILL BE ABLE TO PAY ITS DEBTS AS THEY MATURE AND DOES NOT AND WILL NOT HAVE
AN UNREASONABLY SMALL AMOUNT OF CAPITAL TO ENGAGE IN THE BUSINESS IN WHICH IT IS
ENGAGED AND PROPOSES TO ENGAGE. SELLER DOES NOT INTEND TO INCUR, OR BELIEVE THAT
IT HAS INCURRED, DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE.
SELLER IS NOT CONTEMPLATING THE COMMENCEMENT OF INSOLVENCY, BANKRUPTCY,
LIQUIDATION OR CONSOLIDATION PROCEEDINGS OR THE APPOINTMENT OF A RECEIVER,
LIQUIDATOR, CONSERVATOR, TRUSTEE OR SIMILAR OFFICIAL IN RESPECT OF SELLER OR ANY
OF ITS ASSETS. SELLER IS NOT TRANSFERRING ANY PURCHASED ASSET WITH ANY INTENT TO
HINDER, DELAY OR DEFRAUD ANY OF ITS CREDITORS.
W)
FCCR.
(I) THE WEIGHTED AVERAGE AGGREGATE FCCR FOR ALL OF THE
PURCHASED ASSETS IS NOT LESS THAN 1.5; AND (II) (A) NO MORE THAN FIVE PERCENT
(5%) OF THE PURCHASED ASSETS (BY