INTO ANY AGREEMENT OR WAIVER OR BEEN REQUESTED TO ENTER INTO ANY
AGREEMENT OR WAIVER EXTENDING ANY STATUTE OF LIMITATIONS RELATING TO THE PAYMENT
OR COLLECTION OF TAXES, OR IS AWARE OF ANY CIRCUMSTANCES THAT WOULD CAUSE THE
TAXABLE YEARS OR OTHER TAXABLE PERIODS OF SELLER OR ANY SUBSIDIARY THEREOF NOT
TO BE SUBJECT TO THE NORMALLY APPLICABLE STATUTE OF LIMITATIONS.
(N)
GOVERNMENT REGULATION.
NEITHER SELLER NOR ANY SUBSIDIARY THEREOF
IS (I) AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT
COMPANY," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
(II) A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN
"AFFILIATE" OF EITHER A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" WITHIN THE
MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED; OR (III)
SUBJECT TO ANY OTHER FEDERAL OR STATE LAW OR REGULATION WHICH PURPORTS TO
RESTRICT OR REGULATE ITS ABILITY TO BORROW MONEY.
(O)
PURCHASED ASSETS.
(I)
AS OF THE DATE HEREOF, SELLER HAS NOT ASSIGNED, PLEDGED, OR OTHERWISE
CONVEYED OR ENCUMBERED ANY MORTGAGE ASSET (OR ANY INTEREST THEREIN) TO ANY OTHER
PERSON, AND IMMEDIATELY PRIOR TO THE SALE OF SUCH MORTGAGE ASSET TO THE BUYERS,
SELLER WAS THE SOLE OWNER OF SUCH MORTGAGE ASSET AND HAD GOOD AND MARKETABLE
TITLE THERETO, FREE AND CLEAR OF ALL LIENS, IN EACH CASE EXCEPT FOR LIENS TO BE
RELEASED SIMULTANEOUSLY WITH THE SALE TO THE BUYERS HEREUNDER.
(II)
THE PROVISIONS OF THIS AGREEMENT AND THE RELATED CONFIRMATION ARE
EFFECTIVE TO EITHER CONSTITUTE A SALE OF PURCHASED ITEMS TO THE BUYERS OR TO
CREATE IN FAVOR OF THE AGENT FOR THE RATABLE BENEFIT OF THE BUYERS A LEGAL,
VALID AND ENFORCEABLE SECURITY INTEREST IN ALL RIGHT, TITLE AND INTEREST OF
SELLER IN, TO AND UNDER THE PURCHASED ITEMS.
(III)
UPON RECEIPT BY THE CUSTODIAN OF EACH MEZZANINE NOTE OR JUNIOR
INTEREST NOTE, ENDORSED IN BLANK BY A DULY AUTHORIZED OFFICER OF SELLER, EITHER
A PURCHASE SHALL HAVE BEEN COMPLETED BY THE BUYERS OF SUCH MEZZANINE NOTE OR
JUNIOR INTEREST NOTE, AS APPLICABLE, OR THE AGENT SHALL HAVE FOR THE RATABLE
BENEFIT OF THE BUYERS A VALID AND FULLY
58
PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL RIGHT, TITLE AND INTEREST OF
SELLER IN THE PURCHASED ITEMS DESCRIBED THEREIN.
(IV)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE IN RESPECT OF THE
PURCHASED ASSETS PURSUANT TO SCHEDULE 1(A) - 1(J), AS APPLICABLE, ARE TRUE,
COMPLETE AND CORRECT.
(V)
UPON THE FILING OF FINANCING STATEMENTS ON FORM UCC-1 NAMING THE AGENT,
AS AGENT FOR THE BUYERS, AS "SECURED PARTY", SELLER AS "DEBTOR" AND DESCRIBING
THE PURCHASED ITEMS, IN THE JURISDICTIONS AND RECORDING OFFICES LISTED ON
EXHIBIT C ATTACHED HERETO, THE SECURITY INTERESTS GRANTED HEREUNDER IN THAT
PORTION OF THE PURCHASED ITEMS WHICH CAN BE PERFECTED BY FILING UNDER THE
UNIFORM COMMERCIAL CODE WILL CONSTITUTE FULLY PERFECTED SECURITY INTERESTS UNDER
THE UNIFORM COMMERCIAL CODE IN ALL RIGHT, TITLE AND INTEREST OF SELLER IN, TO
AND UNDER SUCH PURCHASED ITEMS.
(VI)
UPON EXECUTION AND