AS "SECURED PARTY" AND THE SELLER AS "DEBTOR" AND DESCRIBING THE
COLLATERAL, THE SECURITY INTERESTS GRANTED HEREUNDER IN THE COLLATERAL WILL
CONSTITUTE FULLY PERFECTED FIRST PRIORITY SECURITY INTERESTS UNDER THE UNIFORM
COMMERCIAL CODE IN ALL RIGHT, TITLE AND INTEREST OF THE SELLER IN, TO AND UNDER
SUCH COLLATERAL, WHICH CAN BE PERFECTED BY FILING UNDER THE UNIFORM COMMERCIAL
CODE.
M)
CHIEF EXECUTIVE OFFICE; CHIEF OPERATING OFFICE.
THE SELLER'S
CHIEF EXECUTIVE OFFICE ON THE EFFECTIVE DATE IS LOCATED AT 14631 N. SCOTTSDALE
RD., SUITE 200, SCOTTSDALE, ARIZONA 85254 AND THE CHIEF OPERATING OFFICE IS
LOCATED AT 14631 N. SCOTTSDALE RD., SUITE 200, SCOTTSDALE, ARIZONA 85254.
N)
LOCATION OF BOOKS AND RECORDS.
THE LOCATION WHERE THE SELLER
KEEPS ITS BOOKS AND RECORDS, INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING
TO THE PURCHASED ASSETS AND ANY COLLATERAL, IS ITS CHIEF EXECUTIVE OFFICE OR
CHIEF OPERATING OFFICE OR THE OFFICES OF THE CUSTODIAN AND THE SERVICER.
O)
TRUE AND COMPLETE DISCLOSURE.
THE INFORMATION, REPORTS,
FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN WRITING BY OR ON
BEHALF OF THE SELLER TO THE BUYER IN CONNECTION WITH THE NEGOTIATION,
PREPARATION OR DELIVERY OF THIS AGREEMENT AND THE OTHER PROGRAM DOCUMENTS OR
INCLUDED HEREIN OR THEREIN OR DELIVERED PURSUANT HERETO OR THERETO, WHEN TAKEN
AS A WHOLE, DO NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. ALL
WRITTEN INFORMATION FURNISHED AFTER THE DATE HEREOF BY OR ON BEHALF OF THE
SELLER TO THE BUYER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER PROGRAM
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL BE TRUE,
COMPLETE AND ACCURATE IN EVERY MATERIAL RESPECT, OR (IN THE CASE OF PROJECTIONS)
BASED ON REASONABLE ESTIMATES, ON THE DATE AS OF WHICH SUCH INFORMATION IS
STATED OR CERTIFIED. THERE IS NO FACT KNOWN TO A RESPONSIBLE OFFICER THAT, AFTER
DUE INQUIRY, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT THAT
HAS NOT BEEN DISCLOSED HEREIN, IN THE OTHER PROGRAM DOCUMENTS OR IN A REPORT,
FINANCIAL STATEMENT, EXHIBIT, SCHEDULE, DISCLOSURE LETTER OR OTHER WRITING
FURNISHED TO THE BUYER FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.
P)
ERISA.
EACH PLAN TO WHICH THE SELLER OR ITS SUBSIDIARIES MAKE
DIRECT CONTRIBUTIONS, AND, TO THE KNOWLEDGE OF THE SELLER, EACH OTHER PLAN AND
EACH MULTIEMPLOYER PLAN, IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS
BEEN ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH, THE APPLICABLE
PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL OR STATE
26
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 Buyer under Section
14(a)(vi) hereof.
Q)
LICENSES.
THE 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