RELATING TO THE PURCHASED ASSETS AND ANY COLLATERAL, IS ITS CHIEF
EXECUTIVE OFFICE OR CHIEF OPERATING OFFICE OR THE OFFICES OF THE CUSTODIAN AND
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 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 THE SELLER TO THE 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 THE BUYER 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
WITH, THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL OR
STATE LAW. NO EVENT OR CONDITION HAS OCCURRED AND IS CONTINUING AS TO WHICH THE
SELLER WOULD BE UNDER AN OBLIGATION TO FURNISH A REPORT TO THE BUYER UNDER
SECTION 14(A)(VI) HEREOF.
27
Q)
LICENSES.
THE BUYER WILL NOT BE REQUIRED
SOLELY AS A RESULT OF PURCHASING THE PURCHASED ASSETS TO BE LICENSED, REGISTERED
OR APPROVED OR TO OBTAIN PERMITS OR OTHERWISE QUALIFY (I) TO DO BUSINESS IN ANY
STATE IN WHICH IT CURRENTLY SO REQUIRED OR (II) UNDER ANY STATE CONSUMER
LENDING, FAIR DEBT COLLECTION OR OTHER APPLICABLE STATE STATUTE OR REGULATION.
R)
TRUE SALES.
ANY AND ALL INTEREST OF A
QUALIFIED ORIGINATOR IN, TO AND UNDER ANY MORTGAGE FUNDED IN THE NAME OF OR
ACQUIRED BY SUCH QUALIFIED ORIGINATOR OR SELLER WHICH IS AN AFFILIATE OF THE
SELLER HAS BEEN SOLD, TRANSFERRED, CONVEYED AND ASSIGNED TO THE SELLER PURSUANT
TO A LEGAL SALE AND SUCH QUALIFIED ORIGINATOR RETAINS NO INTEREST IN SUCH LOAN.
S)
NO BURDENSOME RESTRICTIONS.
NO REQUIREMENT
OF LAW OR CONTRACTUAL OBLIGATION OF THE SELLER OR ANY OF ITS SUBSIDIARIES HAS A
MATERIAL ADVERSE EFFECT.
T)
SUBSIDIARIES.
ALL OF THE SUBSIDIARIES OF
THE SELLER AT THE DATE