2.4.
Adjustments.
(A)
CREDITS TO SELLER.
WITHOUT LIMITING SECTION 2.3(A),
PURCHASER SHALL REMIT TO SELLER ON THE CLOSING DATE IN IMMEDIATELY AVAILABLE
FUNDS ANY AND ALL PAYMENTS ACTUALLY MADE BY SELLER IN RESPECT OF ANY NON-ROUTINE
OUT-OF-POCKET EXPENSES INCURRED BY SELLER TO MAINTAIN THE LOANS DURING THE
PERIOD FROM THE CUTOFF DATE TO (AND INCLUDING) THE CLOSING DATE, ONLY TO THE
EXTENT THAT SUCH EXPENSES WERE AUTHORIZED BY PURCHASER PRIOR TO SELLER INCURRING
SUCH EXPENSE.
(B)
FURTHER ADJUSTMENTS.
SELLER AND PURCHASER SHALL EACH
COOPERATE WITH EACH OTHER IN CORRECTING ANY ERRORS OR OMISSIONS IN COMPUTING ANY
ADJUSTMENTS AND CREDITS PURSUANT TO SECTION 2.3 AND THIS SECTION 2.4.
Section 2.5.
Assumed Liabilities. As of the Closing, Seller delegates to
Purchaser, and Purchaser assumes and agrees to perform faithfully all of
Seller's duties, obligations and liabilities in respect of each of the Loans,
including the Assumed Liabilities, subject to the terms of this Agreement.
Section 2.6.
Retained Rights. Purchaser acknowledges that Seller may
retain certain credit, depository or trust relationships with a Borrower,
guarantor or a maker of the Notes and their respective agents, employees and
affiliates, which loans and other relationships may continue following Closing
(collectively, a "Retained Lending Relationship").
All documents and
instruments relating to a Retained Lending Relationship, and rights and
obligations relating thereto, are not and shall not be deemed Collateral
Property, it being understood that the Collateral Property relates only to those
Notes evidencing the Loans listed on the Loan Schedule and the Loan Documents
related thereto.
Without limiting the foregoing, to the extent any Borrower or
other obligor under a Loan is obligated to indemnify or defend Seller pursuant
to the Loan Documents, Seller shall be a beneficiary of such obligations and
Seller retains the right to compel Borrower and/or such other obligor to perform
such obligation.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Section 3.1.
Representations and Warranties by Purchaser. Purchaser
makes the following representations and warranties for the benefit of Seller,
each of which is true and correct as of the Closing Date:
(A)
AUTHORITY.
PURCHASER IS DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF [] WITH POWERS AND AUTHORITY
ADEQUATE FOR THE MAKING AND PERFORMING OF THIS AGREEMENT AND FOR CARRYING ON THE
BUSINESS NOW CONDUCTED OR PROPOSED TO BE CONDUCTED BY IT, AND PURCHASER IS
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION IN
EACH JURISDICTION WHERE THE OWNERSHIP, LEASING OR OPERATION OF ITS PROPERTIES OR
ASSETS OR CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE
FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO DELAY OR PREVENT
PURCHASER FROM CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.
PURCHASER HAS
TAKEN ALL NECESSARY ACTION REQUIRED TO EXECUTE, DELIVER AND PERFORM THIS
AGREEMENT AND ALL RELATED DOCUMENTS AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND ALL RELATED DOCUMENTS.
(B)
CONSENTS AND APPROVALS; NO VIOLATIONS.
NO FILING WITH OR
NOTICE TO, AND NO PERMIT, AUTHORIZATION, REGISTRATION, CONSENT