CONTEMPLATED BY THIS AGREEMENT OR THE CLOSING AGREEMENTS TO
WHICH IT IS A PARTY OR PERFORMING ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
SECTION 2.4
ENFORCEABILITY. EACH OF THIS AGREEMENT AND THE CLOSING
AGREEMENTS TO WHICH ANY ONE OR MORE OF SELLERS IS A PARTY HAVE BEEN AND WILL BE
DULY EXECUTED AND DELIVERED BY SUCH PARTIES, AND (ASSUMING DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY EACH OTHER PARTY THERETO, IF APPLICABLE) EACH OF THIS
AGREEMENT AND THE CLOSING AGREEMENTS CONSTITUTES AND WILL CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF SELLERS, ENFORCEABLE AGAINST SELLERS IN
ACCORDANCE WITH THE TERMS THEREOF, EXCEPT AS THE SAME MAY BE LIMITED BY
(I) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS AND (II) GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEABILITY IS CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW).
SECTION 2.5
TITLE. SELLERS POSSESS AND, SUBJECT TO THE SATISFACTION
OF THE CONDITIONS SET FORTH HEREIN, ON THE CLOSING DATE SELLERS SHALL CONVEY,
SELL AND ASSIGN TO PURCHASER, LEGAL, BENEFICIAL AND VALID TITLE TO THE
TRANSFERRED ASSETS, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS ON SALE
ASSET PURCHASE AGREEMENT - PAGE 4
OR TRANSFER, PREEMPTIVE RIGHTS, OPTIONS OR ANY OTHER CLAIMS BY ANY PERSON (OTHER
THAN AS CONTEMPLATED BY THE SECURITY AGREEMENT); PROVIDED THAT THE ASSIGNMENT OF
SERVICING RIGHTS SHALL BE SUBJECT TO THE SUBSERVICER AGREEMENT.
SECTION 2.6
LITIGATION. THERE IS NO ACTION PENDING OR, TO THE
KNOWLEDGE OF SELLERS, THREATENED, AGAINST ANY SELLER OR ANY ASSET OF ANY SELLER
BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY, THAT (I) WOULD HAVE A
MATERIAL ADVERSE EFFECT, (II) QUESTIONS THE LEGALITY, VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR ANY CLOSING AGREEMENT OR (III) MAY HAVE THE EFFECT OF
DELAYING OR PREVENTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY OF THE CLOSING AGREEMENTS. THERE IS NO OUTSTANDING JUDGMENT,
ORDER OR DECREE TO WHICH ANY SELLER OR ANY ASSET OF ANY SELLER IS SUBJECT THAT
WOULD HAVE A MATERIAL ADVERSE EFFECT.
SECTION 2.7
FINANCIAL STATEMENTS. ATTACHED AS EXHIBIT 2.7 HERETO ARE
(I) THE AUDITED FINANCIAL STATEMENTS OF SELLERS AS OF AND FOR THE PERIOD ENDED
DECEMBER 31, 2005 AND (II) THE UNAUDITED FINANCIAL STATEMENTS OF SELLERS AS OF
AND FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2006 (THE "INTERIM FINANCIAL
STATEMENTS"). THE INTERIM FINANCIAL STATEMENTS PRESENT FAIRLY THE CONSOLIDATED
FINANCIAL POSITION, RESULTS OF OPERATIONS, AND CHANGES IN FINANCIAL POSITION OF
SELLERS AS OF THE RESPECTIVE DATES OR FOR THE RESPECTIVE PERIODS TO WHICH THEY
APPLY IN ACCORDANCE WITH GAAP (EXCEPT FOR INTERCOMPANY ASSETS AND LIABILITIES,
THE ABSENCE OF FOOTNOTES AND NORMAL YEAR-END ADJUSTMENTS), APPLIED CONSISTENTLY.
SECTION 2.8
LOANS. SCHEDULE 2.8 ATTACHED HERETO (THE "LOAN
SCHEDULE") CONTAINS A COMPLETE AND ACCURATE DESCRIPTION OF, AS OF THE DATE
HEREOF (I) THE LOAN ASSETS, SUBJECT TO ANY REPAYMENTS OR APPROVED SALES OF SUCH
LOAN ASSETS AFTER THE DATE HEREOF, AND (II) THE SECURITIZED LOANS (THE
OUTSTANDING LOANS INCLUDED IN THE LOAN ASSETS AND THE SECURITIZED LOANS ARE
REFERRED TO COLLECTIVELY