OR HAS NOT COMPLIED WITH THE APPLICABLE
UNDERWRITING STANDARDS WITH RESPECT TO MORTGAGE LOANS BROKERED OR SOLD BY SELLER
TO AN INVESTOR UNDER ANY CONTRACT OR (II) IMPOSED RESTRICTIONS ON THE ACTIVITIES
(INCLUDING COMMITMENT AUTHORITY) OF SELLER WITH RESPECT TO THE ACQUIRED ASSETS.
3.14
ENVIRONMENTAL MATTERS.
(A)
WITH RESPECT TO THE ACQUIRED ASSETS, SELLER IS, TO THE BEST OF SELLER'S
AND/OR SHAREHOLDER'S KNOWLEDGE AND BELIEF, IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS.
NO
REPRESENTATION IS MADE AS TO COMPLIANCE WITH ANY ENVIRONMENTAL, HEALTH AND
SAFETY REQUIREMENTS BY ANY BORROWER OR MORTGAGOR WHOSE APPLICATION FOR A
MORTGAGE LOAN IS INCLUDED IN THE PIPELINE LOANS.
(B)
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE, REPORT OR OTHER INFORMATION
REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL, HEALTH, AND SAFETY
REQUIREMENTS, OR ANY LIABILITIES THREATENED OR PENDING CLAIMS, ENCUMBRANCES, OR
POTENTIAL LIABILITIES (WHETHER ACCRUED, ABSOLUTE, CONTINGENT, UNLIQUIDATED OR
OTHERWISE), INCLUDING ANY INVESTIGATORY, REMEDIAL OR CORRECTIVE OBLIGATIONS,
RELATING TO THE ACQUIRED ASSETS OR DIVISION ARISING UNDER ENVIRONMENTAL, HEALTH,
AND SAFETY REQUIREMENTS.
(C)
WITH RESPECT TO THE ACQUIRED ASSETS OR DIVISION, SELLER HAS NOT TREATED,
STORED, DISPOSED OF, ARRANGED FOR OR PERMITTED THE DISPOSAL OF, TRANSPORTED,
HANDLED, OR RELEASED ANY SUBSTANCE INCLUDING WITHOUT LIMITATION ANY HAZARDOUS
SUBSTANCE OR MATERIALS IN A MANNER THAT HAS GIVEN OR WOULD REASONABLY BE
EXPECTED TO GIVE RISE TO LIABILITIES, INCLUDING ANY LIABILITY FOR RESPONSE
COSTS, THREATENED OR PENDING CLAIMS, ENCUMBRANCES, CORRECTIVE ACTION COSTS,
PERSONAL INJURY, PROPERTY DAMAGE, NATURAL RESOURCES DAMAGES OR ATTORNEY FEES,
PURSUANT TO ANY ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS, EXCEPT FOR SUCH
LIABILITIES AS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE ACQUIRED ASSETS.
3.15
EMPLOYMENT CONTRACTS.
EXCEPT AS DISCLOSED IN
SECTION 3.15 OF THE DISCLOSURE SCHEDULE, THERE ARE NO WRITTEN EMPLOYMENT
CONTRACTS BETWEEN SELLER AND ANY OF THE TRANSFERRED EMPLOYEES.
SELLER HAS FULLY
DISCLOSED TO BUYER ANY AND ALL AGREEMENTS OR UNDERSTANDINGS BETWEEN SELLER AND
THE TRANSFERRED EMPLOYEES.
3.16
INQUIRIES.
EXCEPT AS DISCLOSED IN SECTION 3.16
OF THE DISCLOSURE SCHEDULE, THERE ARE NO AUDITS, INVESTIGATIONS, WRITTEN
COMPLAINTS, WRITTEN NON-ROUTINE OR UNRESOLVED INQUIRIES OF SELLER RELATING TO
THE DIVISION OR THE ACQUIRED ASSETS BY AN AGENCY, AN INVESTOR, OR A PRIVATE
MORTGAGE INSURER COMMENCED SINCE JULY 1, 2004, OR ONGOING AS OF THE DATE OF THIS
AGREEMENT.
10
EXCEPT FOR CUSTOMARY ONGOING QUALITY CONTROL REVIEWS, NO AUDIT OR INVESTIGATION
IS PENDING OR, TO THE BEST KNOWLEDGE OF THE SELLER AND/OR SHAREHOLDER,
THREATENED, OR CONTEMPLATED THAT COULD HAVE AN EFFECT ON THE ACQUIRED ASSETS.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to the Shareholder and Seller as of the
date of this Agreement as follows:
4.1
ORGANIZATION.
BUYER IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING AS A FLORIDA CORPORATION.
BUYER HAS FULL
CORPORATE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND TO
OWN AND LEASE ITS PROPERTIES AND ASSETS AND THE ACQUIRED ASSETS AND IS DULY
LICENSED OR QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH