BY CUSTODIAN OF EACH NOTE,
ENDORSED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PAYEE OR LAST ENDORSEE,
BUYER SHALL HAVE A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST THEREIN, IN
THE LOAN EVIDENCED THEREBY AND IN SELLER'S INTEREST IN THE RELATED MORTGAGED
PROPERTY.
(IV)
UPON RECEIPT BY CUSTODIAN OF EACH LLC
CERTIFICATE, BUYER SHALL HAVE A FULLY PERFECTED FIRST PRIORITY SECURITY INTEREST
IN THE RELATED LLC INTERESTS.
(V)
UPON THE FILING OF FINANCING STATEMENTS ON
FORM UCC-1, NAMING BUYER AS "SECURED PARTY" AND 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 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.
SELLER'S CHIEF EXECUTIVE OFFICE ON THE EFFECTIVE DATE IS LOCATED AT
14631 N. SCOTTSDALE ROAD, SUITE 200, SCOTTSDALE, ARIZONA 85254 AND THE CHIEF
OPERATING OFFICE IS LOCATED AT 14631 N. SCOTTSDALE ROAD, SUITE 200, SCOTTSDALE,
ARIZONA 85254.
N)
LOCATION OF BOOKS AND RECORDS.
THE
LOCATION WHERE 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 CUSTODIAN AND
SERVICER.
O)
TRUE AND COMPLETE DISCLOSURE.
THE
INFORMATION, REPORTS, FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN
WRITING BY OR ON BEHALF OF SELLER TO 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 SELLER TO
27
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
BUYER FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
P)
ERISA.
EACH PLAN TO WHICH SELLER OR ITS
SUBSIDIARIES MAKE DIRECT CONTRIBUTIONS, AND, TO THE KNOWLEDGE OF 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