CASH, CASH
EQUIVALENTS, NOTES RECEIVABLE AND SECURITIES; (C) ALL ACCOUNTS RECEIVABLE,
EXCEPT THOSE WITH RESPECT TO PIPELINE LOANS; (D) ALL CORPORATE FRANCHISES,
ARTICLES OF INCORPORATION AND SIMILAR DOCUMENTS, CORPORATE SEALS, MINUTE BOOKS
AND OTHER RECORDS OF CORPORATE PROCEEDINGS; (E) ALL TRADE NAMES, TRADEMARKS,
SERVICEMARKS AND OTHER RIGHTS TO THE NAMES "MAJOR," "MAJOR MORTGAGE" AND ANY
DERIVATIVE THEREOF; (F) ALL INSURANCE POLICIES AND ALL CLAIMS, REFUNDS AND
CREDITS FROM INSURANCE POLICIES DUE OR TO BECOME DUE TO SELLER OR ITS AFFILIATES
ACCRUING PRIOR TO THE CLOSING DATE; (G) ALL TAX CREDITS AND REFUNDS DUE OR TO
BECOME DUE TO SELLER OR ITS AFFILIATES; (H) LOANS IN THE GMAC/RFC WAREHOUSE
FACILITY OF MAJOR MORTGAGE; AND (I) ALL OTHER ASSETS OWNED BY SELLER AND NOT
SPECIFICALLY INCLUDED IN THE ACQUIRED ASSETS.
1.20
FILINGS AND CONSENT SOLICITATIONS.
AS DEFINED IN
SECTION 5.4.
1.21
FINANCIAL INFORMATION.
AS DEFINED IN
SECTION 3.5.
1.22
INJUNCTION.
AS DEFINED IN SECTION 7.1(B).
1.23
INVESTOR.
ANY PERSON (INCLUDING ANY AGENCY) WHO
IS A PARTY (OTHER THAN BUYER) TO A COMMITMENT TO PURCHASE A PIPELINE LOAN.
1.24
LEASES.
THE REAL ESTATE AND/OR EQUIPMENT LEASES
INCLUDED IN SCHEDULE 1.15 FOR THE DIVISION LOCATIONS, TOGETHER WITH SECURITY
DEPOSITS AND ANY LEASEHOLD IMPROVEMENTS AT SUCH PROPERTIES.
3
1.25
LEGAL PROCEEDINGS.
AS DEFINED IN SECTION 3.6.
1.26
LOSS OR LOSSES.
ANY LIABILITY, LOSS, COST,
DAMAGE, PENALTY, FINE, INTEREST, OBLIGATION OR OUT-OF-POCKET EXPENSE (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS', ACCOUNTANTS', CONSULTANTS' OR
EXPERTS' FEES AND DISBURSEMENTS) ACTUALLY INCURRED.
1.27
MATERIAL ADVERSE EFFECT.
ANY CHANGE OR CHANGES
OR EFFECT OR EFFECTS THAT INDIVIDUALLY OR IN THE AGGREGATE IS OR MAY REASONABLY
BE EXPECTED TO RESULT IN A LOSS THAT EXCEEDS FIFTY THOUSAND DOLLARS ($50,000) OR
IS REASONABLY EXPECTED TO PREVENT OR MATERIALLY HINDER A PARTY'S ABILITY TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
1.28
MORTGAGE LOAN.
ANY CLOSED MORTGAGE LOAN OR HOME
EQUITY LINE OF CREDIT LOAN, WHETHER FOR PURCHASE OF A ONE-TO-FOUR FAMILY
RESIDENCE OR A REFINANCING, WHETHER OR NOT SUCH MORTGAGE IS INCLUDED IN A
SECURITIZED PORTFOLIO, AS EVIDENCED BY NOTES OR OTHER EVIDENCES OF INDEBTEDNESS
SECURED BY MORTGAGES OR DEEDS OF TRUST.
1.29
OPERATING INFORMATION.
AS DEFINED IN
SECTION 3.4.
1.30
PARTY AND/OR PARTIES.
AS DEFINED IN THE PREAMBLE
TO THIS AGREEMENT.
1.31
PERSON.
ANY INDIVIDUAL, CORPORATION, COMPANY,
LIMITED LIABILITY COMPANY, PARTNERSHIP (LIMITED OR GENERAL), JOINT VENTURE,
ASSOCIATION, TRUST OR OTHER ENTITY.
1.32
PIPELINE LOANS.
THOSE PENDING APPLICATIONS WITH
ACTION THAT HAS OCCURRED IN THE 75 DAYS PRECEDING THE CLOSING OF CUSTOMERS OF
THE DIVISION, AS OF THE CLOSING DATE, FOR MORTGAGE LOANS TO BE SECURED BY A
FIRST OR SECOND PRIORITY MORTGAGE LIEN ON A ONE-TO-FOUR FAMILY RESIDENCE WHICH
HAVE NOT YET RESULTED IN A CLOSED MORTGAGE LOAN ON THE CLOSING DATE.
THESE
APPLICATIONS COULD EITHER BE "LOCKED", THE INTEREST RATE ON THE MORTGAGE LOAN
HAS BEEN ESTABLISHED, OR "FLOATING", THE INTEREST RATE ON THE MORTGAGE LOAN HAS
NOT BEEN ESTABLISHED.
1.33
REGULATIONS.
(I) FEDERAL, RULES AND REGULATIONS,
AND TO THE EXTENT APPLICABLE STATE AND LOCAL LAWS, RULES AND REGULATIONS, WITH
RESPECT TO