CONSTITUTE A DEFAULT) UNDER, RESULT IN
THE TERMINATION OF, ACCELERATE THE PERFORMANCE REQUIRED BY, OR RESULT IN A RIGHT
OF TERMINATION OR ACCELERATION OR THE CREATION OF ANY ENCUMBRANCE UPON ANY OF
THE ACQUIRED ASSETS UNDER ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY
NOTE, BOND, MORTGAGE, INDENTURE, DEED OF TRUST, LICENSE, LEASE, AGREEMENT OR
OTHER INSTRUMENT, OR OBLIGATION TO WHICH SELLER IS A PARTY, OR BY WHICH SELLER
OR ANY OF ITS PROPERTIES OR ASSETS MAY BE BOUND EXCEPT, IN THE CASE OF THIS
CLAUSE (II), FOR SUCH VIOLATIONS, CONFLICTS, BREACHES, DEFAULTS, TERMINATIONS,
ACCELERATIONS OR RIGHTS THERETO OR CREATIONS OF ANY ENCUMBRANCE WHICH, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON
THE ACQUIRED ASSETS.
3.3
CONSENTS AND APPROVALS.
EXCEPT AS SET FORTH
IN SECTION 3.3 OF THE DISCLOSURE SCHEDULE, NO CONSENTS, PERMITS, NOTICES,
AUTHORIZATIONS OR APPROVALS OF, OR FILINGS OR REGISTRATIONS WITH, ANY
GOVERNMENTAL OR REGULATORY AUTHORITIES, GOVERNMENT SPONSORED AGENCIES OR
CORPORATIONS, INVESTORS OR OTHER THIRD PARTIES ARE NECESSARY TO BE OBTAINED OR
MADE BY THE SHAREHOLDER OR SELLER IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
7
3.4
FINANCIAL INFORMATION.
SECTION 3.4 OF THE
DISCLOSURE SCHEDULE IS A TRUE, COMPLETE AND ACCURATE COPY OF FINANCIAL
INFORMATION DELIVERED BY SELLER TO BUYER (COLLECTIVELY THE "OPERATING
INFORMATION") RELATED TO THE DIVISION.
THE OPERATING INFORMATION, OTHER THAN
VALUE OF SERVICING, WAS DERIVED FROM AND IS CONSISTENT WITH THE FINANCIAL BOOKS
AND RECORDS OF THE SELLER RELATED TO THE DIVISION WHICH WERE PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED TO MORTGAGE
LENDING OR THE BANKING INDUSTRY.
THE VALUE OF SERVICING WAS DERIVED FROM
INTERNAL SERVICING VALUE TABLES USED BY BUYER IN EVALUATING THE PERFORMANCE OF
THE DIVISION APPLIED TO ALL LOANS PRODUCED BY THE DIVISION.
THE OPERATING
INFORMATION DELIVERED TO BUYER FAIRLY PRESENTS THE RESULTS OF OPERATIONS OF
SELLER AT THE DIVISION FOR THE PERIODS COVERED BY SUCH STATEMENTS, SUBJECT TO
(I) INCLUSION OF THE VALUE OF SERVICING AS IF THE SERVICING FOR ALL LOANS
PRODUCED BY THE DIVISION HAD BEEN SOLD TO THIRD PARTIES AT THE INTERNALLY
ASSIGNED VALUES, (II) THE ABSENCE OF A CASH FLOW STATEMENT AND STATEMENTS OF
CHANGES IN STOCKHOLDERS EQUITY, (III) THE ABSENCE OF FOOTNOTE DISCLOSURE, AND
(IV) THE EFFECT OF FINANCIAL SUPPORT AND OVERHEAD SERVICES PROVIDED BY
SHAREHOLDER.
3.5
NO MATERIAL ADVERSE CHANGE.
SINCE
JANUARY 31, 2005, TO THE BEST OF THE SELLER AND/OR SHAREHOLDER KNOWLEDGE, THERE
HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT IN THE BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS OF THE
DIVISION NOT OTHERWISE SHOWN IN THE OPERATING INFORMATION OR DISCLOSED IN
SECTION 3.5 OF THE DISCLOSURE SCHEDULE; PROVIDED, THAT NO REPRESENTATION OR
WARRANTY IS MADE REGARDING THE EFFECT ON THE BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATION OF THE DIVISION AS A RESULT OF ANY ACTIONS OR OMISSIONS OF
THE SHAREHOLDER OR SELLER PRIOR TO CLOSING THAT WERE TAKEN OR OMITTED IN
RESPONSE TO