AS A WHOLE FROM THAT SET FORTH IN SAID
FINANCIAL STATEMENTS NOR IS ANY SELLER AWARE OF ANY STATE OF FACTS WHICH
(WITHOUT NOTICE OR THE LAPSE OF TIME) WOULD OR COULD RESULT IN ANY SUCH MATERIAL
ADVERSE CHANGE.
EACH SELLER HAS, ON THE DATE OF THE STATEMENTS DELIVERED
PURSUANT TO THIS SECTION (THE "STATEMENT DATE") NO KNOWLEDGE OF ANY LIABILITIES,
DIRECT OR INDIRECT, FIXED OR CONTINGENT, MATURED OR UNMATURED, OR LIABILITIES
FOR TAXES, LONG-TERM LEASES OR UNUSUAL FORWARD OR LONG-TERM COMMITMENTS NOT
DISCLOSED BY, OR RESERVED AGAINST IN, SAID BALANCE SHEET AND RELATED STATEMENTS,
AND AT THE PRESENT TIME THERE ARE NO MATERIAL UNREALIZED OR ANTICIPATED LOSSES
FROM ANY LOANS, ADVANCES OR OTHER COMMITMENTS OF SUCH SELLER EXCEPT AS
HERETOFORE DISCLOSED TO BUYER IN WRITING.
(6) EVENT OF DEFAULT.
THERE EXISTS NO EVENT OF DEFAULT AS DESCRIBED IN
SECTION 15(B) HEREOF, WHICH DEFAULT GIVES RISE TO A RIGHT TO ACCELERATE
INDEBTEDNESS IN EXCESS OF $5,000,000 AS REFERENCED IN SECTION 15(B) HEREOF,
UNDER ANY MORTGAGE, BORROWING AGREEMENT OR OTHER INSTRUMENT OR AGREEMENT
PERTAINING
35
TO INDEBTEDNESS FOR BORROWED MONEY OR TO THE REPURCHASE OF MORTGAGE LOANS OR
SECURITIES.
(7) SOLVENCY.
EACH SELLER IS SOLVENT AND WILL NOT BE RENDERED INSOLVENT BY THE
TRANSACTION AND, AFTER GIVING EFFECT TO SUCH TRANSACTION, WILL NOT BE LEFT WITH
AN UNREASONABLY SMALL AMOUNT OF CAPITAL WITH WHICH TO ENGAGE IN ITS BUSINESS.
NEITHER SELLER INTENDS TO INCUR, NOR BELIEVES THAT IT HAS INCURRED, DEBTS BEYOND
ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE AND IS NOT CONTEMPLATING THE
COMMENCEMENT OF INSOLVENCY, BANKRUPTCY, LIQUIDATION OR CONSOLIDATION PROCEEDINGS
OR THE APPOINTMENT OF A RECEIVER, LIQUIDATOR, CONSERVATOR, TRUSTEE OR SIMILAR
OFFICIAL IN RESPECT OF SUCH ENTITY OR ANY OF ITS ASSETS.
SELLERS ARE NOT
TRANSFERRING ANY PURCHASED MORTGAGE LOANS WITH ANY INTENT TO HINDER, DELAY OR
DEFRAUD ANY OF THEIR RESPECTIVE CREDITORS.
(8) NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH SELLER OF
THIS AGREEMENT, ANY TRANSACTION REQUEST OR PURCHASE CONFIRMATION HEREUNDER AND
THE PROGRAM AGREEMENTS DO NOT CONFLICT WITH ANY TERM OR PROVISION OF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS OF SUCH SELLER OR ANY LAW, RULE,
REGULATION, ORDER, JUDGMENT, WRIT, INJUNCTION OR DECREE APPLICABLE TO SUCH
SELLER OF ANY COURT, REGULATORY BODY, ADMINISTRATIVE AGENCY OR GOVERNMENTAL BODY
HAVING JURISDICTION OVER SUCH SELLER, WHICH CONFLICT WOULD HAVE A MATERIAL
ADVERSE EFFECT AND WILL NOT RESULT IN ANY VIOLATION OF ANY SUCH MORTGAGE,
INSTRUMENT, AGREEMENT OR REPURCHASE AGREEMENT.
(9) TRUE AND COMPLETE DISCLOSURE.
ALL INFORMATION, REPORTS, EXHIBITS,
SCHEDULES, FINANCIAL STATEMENTS OR CERTIFICATES OF THE SELLERS, ANY AFFILIATE
THEREOF OR ANY OF THEIR OFFICERS FURNISHED OR TO BE FURNISHED TO BUYER IN
CONNECTION WITH THE INITIAL OR ANY ONGOING DUE DILIGENCE OF THE SELLERS, OR ANY
AFFILIATE OR OFFICER THEREOF, NEGOTIATION, PREPARATION, OR DELIVERY OF THE
PROGRAM AGREEMENTS ARE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS AND DO NOT
OMIT TO DISCLOSE ANY MATERIAL FACTS NECESSARY TO MAKE THE STATEMENTS HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.