(V)
ORIGINATION AND ACQUISITION OF LOANS.
THE LOANS WERE ORIGINATED
OR ACQUIRED BY
36
THE SELLER, AND THE ORIGINATION AND COLLECTION PRACTICES USED BY THE SELLER OR
QUALIFIED ORIGINATOR, AS APPLICABLE, WITH RESPECT TO THE LOANS HAVE BEEN, IN ALL
MATERIAL RESPECTS LEGAL, PROPER, PRUDENT AND CUSTOMARY IN THE RESIDENTIAL
MORTGAGE LOAN ORIGINATION AND SERVICING BUSINESS, AND IN ACCORDANCE WITH THE
UNDERWRITING GUIDELINES. WITH RESPECT TO LOANS ACQUIRED BY THE SELLER, ALL SUCH
LOANS ARE IN CONFORMITY WITH THE UNDERWRITING GUIDELINES.
EACH OF THE LOANS
COMPLIES WITH THE REPRESENTATIONS AND WARRANTIES LISTED IN SCHEDULE 1 HERETO.
(W)
NO ADVERSE SELECTION.
THE SELLER USED NO SELECTION PROCEDURES THAT
IDENTIFIED THE LOANS AS BEING LESS DESIRABLE OR VALUABLE THAN OTHER COMPARABLE
LOANS OWNED BY THE SELLER.
(X)
SELLER SOLVENT; FRAUDULENT CONVEYANCE.
AS OF THE DATE HEREOF AND
IMMEDIATELY AFTER GIVING EFFECT TO EACH TRANSACTION, THE FAIR VALUE OF THE
ASSETS OF THE 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 THE SELLER
IN ACCORDANCE WITH GAAP) OF THE SELLER AND THE SELLER IS AND WILL BE SOLVENT, IS
AND WILL BE ABLE TO PAY ITS DEBTS AS THEY MATURE AND DOES NOT AND WILL NOT HAVE
AN UNREASONABLY SMALL CAPITAL TO ENGAGE IN THE BUSINESS IN WHICH IT IS ENGAGED
AND PROPOSES TO ENGAGE. SELLER DOES NOT INTEND TO INCUR, OR BELIEVE THAT IT HAS
INCURRED, DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE. SELLER 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 SELLER OR ANY OF ITS
ASSETS. SELLER IS NOT TRANSFERRING ANY LOANS WITH ANY INTENT TO HINDER, DELAY OR
DEFRAUD ANY OF ITS CREDITORS.
(Y)
NO BROKER.
SELLER HAS NOT DEALT WITH ANY BROKER, INVESTMENT
BANKER, AGENT, OR OTHER PERSON, EXCEPT FOR BUYER, WHO MAY BE ENTITLED TO ANY
COMMISSION OR COMPENSATION IN CONNECTION WITH THE SALE OF PURCHASED LOANS
PURSUANT TO THIS AGREEMENT; PROVIDED, THAT IF SELLER HAS DEALT WITH ANY BROKER,
INVESTMENT BANKER, AGENT, OR OTHER PERSON, EXCEPT FOR BUYER, WHO MAY BE ENTITLED
TO ANY COMMISSION OR COMPENSATION IN CONNECTION WITH THE SALE OF PURCHASED LOANS
PURSUANT TO THIS AGREEMENT, SUCH COMMISSION OR COMPENSATION SHALL HAVE BEEN PAID
IN FULL BY SELLER.
(Z)
CURRENT FINANCING FACILITIES.
ALL CREDIT FACILITIES, REPURCHASE
FACILITIES OR SUBSTANTIALLY SIMILAR FACILITIES OF SELLERS WHICH ARE PRESENTLY IN
EFFECT ARE LISTED ON SCHEDULE 5 ATTACHED HERETO (THE "EXISTING FINANCING
FACILITIES") AND NO DEFAULTS OR EVENTS OF DEFAULT EXIST THEREUNDER.
SELLERS
SHALL GIVE BUYER PRIOR NOTIFICATION OF ANY AMENDMENT TO ANY FINANCIAL COVENANT
IN ANY SUCH EXISTING FINANCING FACILITY OR ANY MODIFICATION TO ANY SELLER'S
BORROWING CAPACITY UNDER ANY SUCH EXISTING FINANCING FACILITY.
(AA)
INSURED CLOSING LETTER. AS OF THE DATE HEREOF AND AS OF THE DATE OF
EACH DELIVERY OF A WET LOAN, THE SETTLEMENT AGENT