ALL FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP.
(10) APPROVALS.
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, REGISTRATION
OR FILING WITH, OR NOTICE TO ANY GOVERNMENTAL AUTHORITY OR COURT IS REQUIRED
UNDER APPLICABLE LAW IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE SELLERS OF THIS AGREEMENT, ANY TRANSACTION REQUEST, PURCHASE REQUEST AND
THE PROGRAM AGREEMENTS.
(11) LITIGATION.
EXCEPT AS IS DISCLOSED IN WRITING BY SELLERS AND APPROVED BY
BUYER IN WRITING, THERE IS NO ACTION, PROCEEDING OR INVESTIGATION PENDING WITH
RESPECT TO WHICH EITHER SELLER HAS RECEIVED SERVICE OF PROCESS OR, TO THE BEST
OF SUCH SELLER'S KNOWLEDGE THREATENED AGAINST IT BEFORE ANY COURT,
ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL WHICH (A) ASSERTS THE INVALIDITY OF THIS
AGREEMENT, ANY TRANSACTION REQUEST, PURCHASE CONFIRMATION OR ANY PROGRAM
AGREEMENT, (B) SEEKS TO PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS
36
CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION REQUEST, PURCHASE CONFIRMATION
OR ANY PROGRAM AGREEMENT, (C) MAKES A CLAIM INDIVIDUALLY IN AN AMOUNT GREATER
THAN $5,000,000 OR IN AN AGGREGATE AMOUNT GREATER THAN $10,000,000, (D) REQUIRES
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE 1934
ACT OR ANY RULES THEREUNDER OR (E) MIGHT MATERIALLY AND ADVERSELY AFFECT THE
VALIDITY OF THE PURCHASED MORTGAGE LOANS OR THE PERFORMANCE BY IT OF ITS
OBLIGATIONS UNDER, OR THE VALIDITY OR ENFORCEABILITY OF, THIS AGREEMENT, ANY
TRANSACTION REQUEST, PURCHASE CONFIRMATION OR ANY PROGRAM AGREEMENT.
(12) MATERIAL ADVERSE CHANGE.
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
BUSINESS, OPERATIONS, FINANCIAL CONDITIONS, PROPERTIES OR PROSPECTS OF THE
SELLERS OR ITS AFFILIATES ON A CONSOLIDATED BASIS SINCE THE DATE SET FORTH IN
THE MOST RECENT FINANCIAL STATEMENTS SUPPLIED TO BUYER THAT IS REASONABLY LIKELY
TO RESULT IN A MATERIAL ADVERSE EFFECT.
(13) OWNERSHIP.
UPON THE FILING OF THE FINANCING STATEMENT AND DELIVERY OF THE
MORTGAGE FILES TO THE CUSTODIAN AND THE CUSTODIAN'S RECEIPT OF THE RELATED
REQUEST FOR CERTIFICATION, BUYER SHALL BECOME THE SOLE OWNER OF THE REPURCHASE
ASSETS, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES.
(14) UNDERWRITING GUIDELINES.
THE UNDERWRITING GUIDELINES PROVIDED TO BUYER ARE
THE TRUE AND CORRECT UNDERWRITING GUIDELINES OF THE SELLERS.
(15) TAXES.
EACH SELLER, AND ITS SUBSIDIARIES HAVE FILED ALL FEDERAL INCOME TAX
RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY THEM
AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY
ASSESSMENT RECEIVED BY ANY OF THEM, EXCEPT FOR ANY SUCH TAXES AS ARE BEING
APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
THE
CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF EACH SELLER, AND ITS SUBSIDIARIES
IN RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE, IN THE OPINION OF SUCH
SELLER, ADEQUATE.
(16) INVESTMENT COMPANY.
NEITHER THE SELLERS NOR ANY OF THEIR SUBSIDIARIES IS
AN "INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY,"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(17) CHIEF EXECUTIVE OFFICE; JURISDICTION