MATERIAL
ADVERSE EFFECT.
(N)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING.
(O)
UNDERWRITING GUIDELINES.
THE UNDERWRITING
GUIDELINES PROVIDED TO BUYER ARE THE TRUE AND CORRECT UNDERWRITING GUIDELINES OF
THE SELLERS.
(P)
ADVERSE SELECTION.
NEITHER SELLER HAS NOT
SELECTED THE PURCHASED MORTGAGE LOANS IN A MANNER SO AS TO ADVERSELY AFFECT
BUYER'S INTERESTS.
(Q)
TANGIBLE NET WORTH.
THE TANGIBLE NET WORTH
OF THE SELLERS, ON A CONSOLIDATED BASIS, IS NOT LESS THAN $175,000,000.
THE
TANGIBLE NET WORTH OF MORTGAGEIT IS NOT LESS THAN $25,000,000.
(R)
INDEBTEDNESS.
THE SELLERS DO NOT HAVE
ANY INDEBTEDNESS, EXCEPT AS DISCLOSED ON SCHEDULE 2 TO THIS REPURCHASE
AGREEMENT.
(S)
ACCURATE AND COMPLETE DISCLOSURE. THE
INFORMATION, REPORTS, FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN
WRITING BY OR ON BEHALF OF EITHER SELLER TO THE BUYER IN CONNECTION WITH THE
NEGOTIATION, PREPARATION OR DELIVERY OF THIS REPURCHASE AGREEMENT AND THE OTHER
REPURCHASE 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 EITHER SELLER TO THE BUYER IN CONNECTION WITH THIS
REPURCHASE AGREEMENT AND THE OTHER REPURCHASE 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 EITHER SELLER THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT THAT HAS NOT BEEN DISCLOSED HEREIN, IN THE OTHER REPURCHASE
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.
(T)
MARGIN REGULATIONS.
THE USE OF ALL FUNDS
ACQUIRED BY THE SELLERS UNDER THIS REPURCHASE AGREEMENT WILL NOT CONFLICT WITH
OR CONTRAVENE ANY OF REGULATIONS T, U OR X PROMULGATED BY THE BOARD OF GOVERNORS
OF THE FEDERAL RESERVE SYSTEM AS THE SAME MAY FROM TIME TO TIME BE AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED.
36
(U)
INVESTMENT COMPANY.
NEITHER SELLER IS AN
"INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(V)
SOLVENCY.
AS OF THE DATE HEREOF AND
IMMEDIATELY AFTER GIVING EFFECT TO EACH TRANSACTION, THE FAIR VALUE OF THE
RESPECTIVE ASSETS OF EACH SELLER IS GREATER THAN THE FAIR VALUE OF THE
LIABILITIES (INCLUDING, WITHOUT LIMITATION, CONTINGENT LIABILITIES IF AND TO THE
EXTENT REQUIRED TO BE RECORDED AS A LIABILITY ON THE FINANCIAL STATEMENTS OF
SUCH SELLER IN ACCORDANCE WITH GAAP) OF SUCH SELLER AND SUCH SELLER IS SOLVENT
AND, AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS REPURCHASE
AGREEMENT AND THE OTHER REPURCHASE