FEDERAL OR STATE STATUTE OR REGULATION WHICH LIMITS ITS ABILITY TO INCUR
INDEBTEDNESS.
J)
NO LEGAL BAR.
WITH THE CAVEAT AS SET
FORTH IN 13(D), THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE TRANSACTIONS HEREUNDER AND THE USE OF THE PROCEEDS THEREOF WILL NOT VIOLATE
ANY REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION OF THE SELLER OR OF ANY OF ITS
SUBSIDIARIES AND WILL NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF
ANY LIEN (OTHER THAN THE LIENS CREATED HEREUNDER) ON ANY OF ITS OR THEIR
RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY SUCH REQUIREMENT OF LAW OR
CONTRACTUAL OBLIGATION.
K)
NO DEFAULT.
NEITHER THE SELLER NOR ANY OF
ITS SUBSIDIARIES IS IN DEFAULT UNDER OR WITH RESPECT TO ANY OF ITS CONTRACTUAL
OBLIGATIONS IN ANY RESPECT WHICH SHOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT. NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER THIS AGREEMENT.
L)
COLLATERAL; COLLATERAL SECURITY.
(I)
THE SELLER HAS NOT ASSIGNED, PLEDGED, OR
OTHERWISE CONVEYED OR ENCUMBERED ANY PURCHASED ASSET TO ANY OTHER PERSON, AND
IMMEDIATELY PRIOR TO THE SALE OF ANY SUCH PURCHASED ASSET TO THE BUYER, THE
SELLER WAS THE SOLE OWNER OF SUCH PURCHASED ASSET AND HAD GOOD AND MARKETABLE
TITLE THERETO, FREE AND CLEAR OF ALL LIENS, IN EACH CASE EXCEPT FOR LIENS TO BE
RELEASED SIMULTANEOUSLY WITH THE LIENS GRANTED IN FAVOR OF THE BUYER HEREUNDER
AND NO PERSON OTHER THAN THE SELLER HAS ANY LIEN ON ANY PURCHASED ASSET.
(II)
THE PROVISIONS OF THIS AGREEMENT ARE
EFFECTIVE TO CREATE IN FAVOR OF THE BUYER A VALID SECURITY INTEREST IN ALL
RIGHT, TITLE AND INTEREST OF THE SELLER IN, TO AND UNDER THE COLLATERAL.
(III)
UPON RECEIPT BY THE CUSTODIAN OF EACH NOTE,
ENDORSED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PAYEE OR LAST ENDORSEE,
THE BUYER SHALL HAVE A FULLY PERFECTED
26
FIRST PRIORITY SECURITY INTEREST THEREIN, IN THE LOAN EVIDENCED THEREBY AND IN
THE SELLER'S INTEREST IN THE RELATED MORTGAGED PROPERTY.
(IV)
UPON RECEIPT BY THE CUSTODIAN OF EACH LLC
CERTIFICATE, THE 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 THE BUYER 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