ENDORSED IN BLANK BY
A DULY AUTHORIZED OFFICER OF THE PAYEE OR LAST ENDORSEE, THE APPLICABLE BUYER
SHALL HAVE A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST THEREIN, IN THE
LOANS EVIDENCED THEREBY AND IN THE SELLER'S INTEREST IN ALL RELATED MORTGAGED
PROPERTY.
27
(IV)
UPON THE FILING OF FINANCING STATEMENTS ON FORM UCC-1, NAMING THE
AGENT 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 TO THE EXTENT THAT SUCH RIGHT, TITLE AND INTEREST 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 OR 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 AGENT AND/OR THE BUYERS 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, INDIVIDUALLY
OR WHEN TAKEN AS A WHOLE, DO NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT
OR OMIT TO STATE ANY FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING IN A
MATERIAL RESPECT. ALL WRITTEN INFORMATION FURNISHED AFTER THE DATE HEREOF BY OR
ON BEHALF OF THE SELLER TO THE AGENT AND/OR THE BUYERS 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 OF THE SELLER 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 AGENT 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