AGREEMENT AND THE OTHER TRANSACTION 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 TRANSACTION 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.
(IX)
APPROVED COMPANY.
SELLER CURRENTLY HOLDS
ALL APPROVALS, AUTHORIZATIONS AND OTHER LICENSES FROM THE APPROVED TAKEOUT
INVESTORS AND THE AGENCIES REQUIRED UNDER THE TAKEOUT GUIDELINES (OR OTHERWISE)
TO ORIGINATE, PURCHASE, HOLD, SERVICE AND SELL MORTGAGE LOANS OF THE TYPES TO BE
OFFERED FOR SALE TO BUYER HEREUNDER.
(X)
FIDELITY BONDS.
SELLER HAS PURCHASED
FIDELITY BONDS AND POLICIES OF INSURANCE, ALL OF WHICH ARE IN FULL FORCE AND
EFFECT, INSURING SELLER, BUYER AND THE SUCCESSORS AND ASSIGNS OF BUYER IN THE
GREATER OF (A) $500,000, (B) THE AMOUNT REQUIRED BY THE APPROVED TAKEOUT
INVESTOR AND (C) THE AMOUNT REQUIRED BY ANY OTHER TAKEOUT GUIDELINES, AGAINST
LOSS OR DAMAGE FROM ANY BREACH OF FIDELITY BY SELLER OR ANY OFFICER, DIRECTOR,
EMPLOYEE OR AGENT OF SELLER, AND AGAINST ANY LOSS OR DAMAGE FROM LOSS OR
DESTRUCTION OF DOCUMENTS, FRAUD, THEFT, MISAPPROPRIATION, OR ERRORS OR
OMISSIONS.
(XI)
SOLVENCY.
AS OF THE DATE HEREOF AND
IMMEDIATELY AFTER GIVING EFFECT TO EACH TRANSACTION HEREUNDER, THE FAIR VALUE OF
THE ASSETS OF SELLER IS GREATER THAN THE FAIR VALUE OF THE LIABILITIES
(INCLUDING, WITHOUT LIMITATION, CONTINGENT LIABILITIES IF AND TO THE
32
EXTENT REQUIRED TO BE RECORDED AS A LIABILITY ON THE FINANCIAL STATEMENTS OF
SELLER IN ACCORDANCE WITH GAAP) OF SELLER, AND SELLER IS AND, TO THE BEST OF ITS
KNOWLEDGE, WILL BE SOLVENT, IS, WILL BE ABLE AND INTENDS, TO PAY ITS DEBTS AS
THEY MATURE AND DOES NOT AND WILL NOT HAVE AN UNREASONABLY SMALL CAPITAL TO
ENGAGE IN THE BUSINESS IN WHICH IT IS ENGAGED AND PROPOSES TO ENGAGE. SELLER
DOES NOT INTEND TO INCUR, OR BELIEVE THAT IT HAS INCURRED, DEBTS BEYOND ITS
ABILITY TO PAY SUCH DEBTS AS THEY MATURE. SELLER IS NOT TRANSFERRING ANY LOANS
WITH ANY INTENT TO HINDER, DELAY OR DEFRAUD ANY PERSON.
(XII)
REPORTING.
IN ITS FINANCIAL STATEMENTS,
SELLER INTENDS TO REPORT EACH SALE OF A MORTGAGE LOAN HEREUNDER AS A FINANCING
IN ACCORDANCE WITH GAAP.
SELLER HAS BEEN ADVISED BY OR CONFIRMED WITH ITS
INDEPENDENT PUBLIC ACCOUNTANTS THAT SUCH SALES CAN BE SO REPORTED UNDER GAAP ON
ITS FINANCIAL STATEMENTS.
(XIII)
FINANCIAL CONDITION.
THE BALANCE SHEETS OF
SELLER PROVIDED TO BUYER PURSUANT TO PARAGRAPH 11(G) (AND, IF APPLICABLE, ITS
SUBSIDIARIES, ON A CONSOLIDATED AND CONSOLIDATING BASIS) AS AT THE DATES OF SUCH
BALANCE SHEETS, AND THE RELATED STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS'
EQUITY AND CASH FLOWS FOR THE