OTHER FEDERAL OR
STATE LAW. NO EVENT OR CONDITION HAS OCCURRED AND IS CONTINUING AS TO WHICH
SELLER WOULD BE UNDER AN OBLIGATION TO FURNISH A REPORT TO BUYER UNDER SECTION
14(A)(VI) HEREOF.
Q)
LICENSES.
BUYER WILL NOT BE REQUIRED
SOLELY AS A RESULT OF PURCHASING THE PURCHASED ASSETS TO BE LICENSED, REGISTERED
OR APPROVED OR TO OBTAIN PERMITS OR OTHERWISE QUALIFY (I) TO DO BUSINESS IN ANY
STATE IN WHICH IT CURRENTLY SO REQUIRED OR (II) UNDER ANY STATE CONSUMER
LENDING, FAIR DEBT COLLECTION OR OTHER APPLICABLE STATE STATUTE OR REGULATION.
R)
TRUE SALES.
ANY AND ALL INTEREST OF A
QUALIFIED ORIGINATOR IN, TO AND UNDER ANY MORTGAGE FUNDED IN THE NAME OF OR
ACQUIRED BY SUCH QUALIFIED ORIGINATOR OR SELLER WHICH IS AN AFFILIATE OF SELLER
HAS BEEN SOLD, TRANSFERRED, CONVEYED AND ASSIGNED TO SELLER PURSUANT TO A LEGAL
SALE AND SUCH QUALIFIED ORIGINATOR RETAINS NO INTEREST IN SUCH LOAN.
S)
NO BURDENSOME RESTRICTIONS.
NO
REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF SELLER OR ANY OF ITS
SUBSIDIARIES HAS A MATERIAL ADVERSE EFFECT.
T)
SUBSIDIARIES.
ALL OF THE SUBSIDIARIES
OF SELLER AT THE DATE HEREOF ARE LISTED ON SCHEDULE A TO THIS AGREEMENT.
U)
ORIGINATION AND ACQUISITION OF LOANS.
THE LOANS WERE ORIGINATED OR ACQUIRED BY SELLER OR A QUALIFIED ORIGINATOR, AND
THE ORIGINATION AND COLLECTION PRACTICES USED BY SELLER OR QUALIFIED ORIGINATOR,
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
PRACTICES.
V)
SOLVENCY; FRAUDULENT CONVEYANCE. AS OF
THE DATE HEREOF AND IMMEDIATELY AFTER GIVING EFFECT TO EACH TRANSACTION, THE
FAIR VALUE OF THE ASSETS OF SELLER IS GREATER THAN THE FAIR VALUE OF ITS
LIABILITIES (INCLUDING, WITHOUT LIMITATION, CONTINGENT LIABILITIES IF AND TO THE
EXTENT REQUIRED TO BE RECORDED AS A LIABILITY ON THE FINANCIAL STATEMENTS OF
SELLER IN ACCORDANCE WITH GAAP) OF SELLER AND 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
28
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;