FOR THE NORMAL OBLIGATIONS
REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF
ITS CONTEMPLATED BUSINESS OPERATIONS. EACH SELLER IS GENERALLY ABLE TO PAY, AND
AS OF THE DATE HEREOF IS PAYING, ITS DEBTS AS THEY COME DUE. NEITHER SELLER HAS
BECOME, NOR IS IT PRESENTLY, FINANCIALLY INSOLVENT NOR WILL SUCH SELLER BE MADE
INSOLVENT BY VIRTUE OF SUCH SELLER'S EXECUTION OF OR PERFORMANCE UNDER ANY OF
THE TRANSACTION DOCUMENTS WITHIN THE MEANING OF THE BANKRUPTCY LAWS OR THE
INSOLVENCY LAWS OF ANY JURISDICTION. NEITHER SELLER HAS ENTERED INTO ANY
TRANSACTION DOCUMENT OR ANY TRANSACTION PURSUANT THERETO IN CONTEMPLATION OF
INSOLVENCY OR WITH INTENT TO HINDER, DELAY OR DEFRAUD ANY CREDITOR.
(X)
CONSENTS. NO CONSENT, APPROVAL OR OTHER ACTION OF, OR FILING BY
SELLER WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED TO
AUTHORIZE, OR IS OTHERWISE REQUIRED IN CONNECTION WITH, THE EXECUTION, DELIVERY
AND PERFORMANCE OF ANY OF THE TRANSACTION DOCUMENTS (OTHER THAN CONSENTS,
APPROVALS AND FILINGS THAT HAVE BEEN OBTAINED OR MADE, AS APPLICABLE).
(XI)
OWNERSHIP. EACH SELLER IS A PUBLICLY HELD CORPORATION.
(XII)
ORGANIZATIONAL DOCUMENTS. SELLER HAS DELIVERED TO BUYER CERTIFIED
COPIES OF ITS FORMATION, ORGANIZATIONAL AND OTHER GOVERNING DOCUMENTS, TOGETHER
WITH ALL AMENDMENTS THERETO.
32
(XIII)
NO ENCUMBRANCES. 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
SELLER TO ISSUE, SELL OR DISTRIBUTE THE PURCHASED LOANS.
(XIV)
FEDERAL REGULATIONS. SELLER IS NOT (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.
(XV)
TAXES. EACH 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; 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.
(XVI)
ERISA. SELLER DOES NOT HAVE ANY PLANS.
(XVII)
JUDGMENTS/BANKRUPTCY. EXCEPT AS DISCLOSED IN WRITING TO BUYER,
THERE ARE NO JUDGMENTS IN EXCESS OF $10,000,000 AGAINST EITHER SELLER
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