AND FILINGS THAT HAVE BEEN OBTAINED OR MADE, AS
APPLICABLE).
(XII)
[INTENTIONALLY OMITTED]
39
(XIII)
ORGANIZATIONAL DOCUMENTS.
SELLER HAS DELIVERED
TO BUYER CERTIFIED COPIES OF ITS ORGANIZATIONAL DOCUMENTS, TOGETHER WITH ALL
AMENDMENTS THERETO, IF ANY.
(XIV)
NO ENCUMBRANCES.
SUBJECT TO THE TERMS OF THIS
AGREEMENT, AND EXCEPT AS DISCLOSED TO BUYER, THERE ARE (I) NO OUTSTANDING
RIGHTS, OPTIONS, WARRANTS OR AGREEMENTS ON THE PART OF SELLER FOR A PURCHASE,
SALE OR ISSUANCE, IN CONNECTION WITH THE PURCHASED LOANS AND (II) NO AGREEMENTS
ON THE PART OF THE SELLER TO ISSUE, SELL OR DISTRIBUTE THE PURCHASED SECURITIES
AND PURCHASED LOANS.
(XV)
FEDERAL REGULATIONS.
SELLER IS NOT REQUIRED TO
REGISTER AS (A) AN "INVESTMENT COMPANY," OR A COMPANY "CONTROLLED BY AN
INVESTMENT COMPANY," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, OR (B) A "HOLDING COMPANY," OR A "SUBSIDIARY COMPANY OF A HOLDING
COMPANY," OR AN "AFFILIATE" OF EITHER A "HOLDING COMPANY" OR A "SUBSIDIARY
COMPANY OF A HOLDING COMPANY," AS SUCH TERMS ARE DEFINED IN THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, AS AMENDED.
(XVI)
TAXES.
SELLER HAS FILED OR CAUSED TO BE FILED ALL
TAX RETURNS WHICH TO THE KNOWLEDGE OF SELLER WOULD BE DELINQUENT IF THEY HAD NOT
BEEN FILED ON OR BEFORE THE DATE HEREOF AND HAS PAID ALL TAXES SHOWN TO BE DUE
AND PAYABLE ON OR BEFORE THE DATE HEREOF ON SUCH RETURNS OR ON ANY ASSESSMENTS
MADE AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER TAXES, FEES OR OTHER
CHARGES IMPOSED ON IT AND ANY OF ITS ASSETS BY ANY GOVERNMENTAL AUTHORITY EXCEPT
FOR ANY SUCH TAXES AS ARE BEING APPROPRIATELY CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP; NO TAX LIENS HAVE BEEN
FILED AGAINST ANY OF SELLER'S ASSETS AND, TO SELLER'S KNOWLEDGE, NO CLAIMS ARE
BEING ASSERTED WITH RESPECT TO ANY SUCH TAXES, FEES OR OTHER CHARGES.
(XVII)
ERISA.
SELLER DOES NOT HAVE ANY PLANS OR ANY ERISA
AFFILIATES AND MAKES NO CONTRIBUTIONS TO ANY PLANS OR ANY MULTIEMPLOYER PLANS.
(XVIII)
JUDGMENTS/BANKRUPTCY.
THERE ARE NO JUDGMENTS AGAINST
SELLER OR THE SPONSOR UNSATISFIED OF RECORD OR DOCKETED IN ANY COURT LOCATED IN
THE UNITED STATES OF AMERICA AND NO ACT OF INSOLVENCY HAS EVER OCCURRED WITH
RESPECT TO SELLER OR THE SPONSOR.
(XIX)
FULL AND ACCURATE DISCLOSURE.
NO INFORMATION
CONTAINED IN THE TRANSACTION DOCUMENTS, OR ANY WRITTEN STATEMENT FURNISHED BY
SELLER PURSUANT TO THE TERMS OF THE TRANSACTION DOCUMENTS, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR, TO SELLER'S ACTUAL KNOWLEDGE, OMITS TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT
MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE.
40
(XX)
FINANCIAL INFORMATION.
ALL FINANCIAL DATA
CONCERNING SELLER THAT HAS BEEN DELIVERED BY OR ON BEHALF OF SELLER TO BUYER IS
TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND HAS BEEN PREPARED IN
ACCORDANCE WITH GAAP.
TO SELLER'S KNOWLEDGE,