SELLER'S KNOWLEDGE THERE ARE NO
CLAIMS, PROCEEDINGS, ACTIONS, ARBITRATIONS, OR INVESTIGATIONS PENDING, OR, TO
THE KNOWLEDGE OF SELLER, THREATENED, WHICH IF ADVERSELY DETERMINED, WOULD HAVE A
MATERIAL ADVERSE EFFECT ON THE LOANS TAKEN AS A WHOLE.
(E)
TO SELLER'S KNOWLEDGE, NONE OF THE LOANS
HAS BEEN SATISFIED, CANCELLED, SUBORDINATED OR RESCINDED AND NO COLLATERAL
SECURING OR SUPPORTING THE LOANS HAS BEEN RELEASED FROM ANY EXISTING LIEN NOR
HAS ANY INSTRUMENT BEEN EXECUTED THAT WOULD EFFECT ANY SUCH RELEASE,
CANCELLATION, SUBORDINATION OR RESCISSION.
15
(F)
OTHER THAN NOTICES RECEIVED OR GIVEN
WHICH HAVE BEEN DISCLOSED BY SELLER TO PURCHASER OR AS SHOWN IN THE LOAN FILES,
TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED OR HAS NOT GIVEN ANY NOTICE OF
TERMINATION WITH RESPECT TO ANY OF THE LOANS.
(G)
TO SELLER'S KNOWLEDGE, SELLER HAS NOT
RECEIVED WRITTEN NOTICE AND DOES NOT HAVE KNOWLEDGE OF ANY MATERIAL DEFAULT OR
BREACH OF ANY MATERIAL REPRESENTATION, AGREEMENT OR COVENANT BY ANY BORROWER
UNDER ANY OF THE LOAN DOCUMENTS WHICH REMAINS UNCURED FOR ANY LOAN EXCEPT AS MAY
BE REFLECTED IN THE LOAN FILES
(H)
UPON DELIVERY TO PURCHASER AT THE CLOSING OF
AN ASSIGNMENT, IN ACCORDANCE WITH THIS AGREEMENT, PURCHASER SHALL HAVE ALL
RIGHTS, TITLE AND INTERESTS OF SELLER UNDER THE LOANS PURCHASED, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, AND SHALL HOLD THE LOANS FREE AND CLEAR
OF ANY ENCUMBRANCE, LIEN, PLEDGE, CHARGE, CLAIM, RIGHT OF THIRD PARTY OR
SECONDARY INTEREST EXCEPT AS OTHERWISE REFLECTED IN THE LOAN FILES
(I)
WITH RESPECT TO EACH LOAN, SELLER HAS
(UNLESS OTHERWISE PROVIDED IN THE RELEVANT LOAN DOCUMENTS) A VALID FIRST
PRIORITY PERFECTED SECURITY INTEREST (SUBJECT, HOWEVER TO ANY PRIOR LIENS
ARISING BY OPERATION OF LAW) IN ALL COLLATERAL DESCRIBED IN THE LOAN DOCUMENTS
AS SECURITY FOR SUCH LOANS.
(J)
TO SELLER'S KNOWLEDGE, THERE ARE NO
MATERIAL DEFAULTS IN THE PERFORMANCE OF ANY COVENANT OR OBLIGATION TO BE
PERFORMED UNDER ANY LOAN DOCUMENT BY ANY PARTY THERETO WHICH DEFAULT REMAINS
UNCURED AND AFFECTS THE ENFORCEABILITY OF THE LOAN OR LOANS.
OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS, NO WAIVER HAS BEEN GRANTED BY SELLER WITH RESPECT
TO ANY LOAN.
(K)
OTHER THAN AS EXPRESSLY PROVIDED FOR HEREIN,
SELLER IS NOT MAKING, AND SHALL NOT BE DEEMED TO BE MAKING, ANY REPRESENTATIONS
OR WARRANTIES WITH RESPECT TO THE COLLECTIBILITY OR CREDIT QUALITY OF THE LOANS,
THE VALUE OR CONDITION OF ANY COLLATERAL SECURING THE LOANS, THE
CREDITWORTHINESS OR FINANCIAL CONDITION OF THE BORROWER UNDER EACH OF THE LOANS.
FURTHER, NOTWITHSTANDING THE FOREGOING REPRESENTATIONS AND WARRANTIES, PURCHASER
FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY AGREES THAT SELLER SHALL NOT
BE LIABLE IN ANY WAY WHATSOEVER FOR ANY BREACH OR MISREPRESENTATION ARISING OUT
OF SECTION 6.9.
6.10
FIRPTA.
SELLER IS NOT A "FOREIGN PERSON" WITHIN THE
MEANING OF SECTION 1445 OF THE INTERNAL REVENUE CODE.
6.11
EMPLOYEES.
NO BRANCH EMPLOYEE IS A PARTY TO ANY
COLLECTIVE BARGAINING, EMPLOYMENT, SEVERANCE, TERMINATION, OR CHANGE OF CONTROL
AGREEMENT, FORMAL OR WRITTEN, OR REPRESENTED UNDER ANY COLLECTIVE BARGAINING
AGREEMENT RELATING TO