TO
AUTHORIZE THE SELLER TO ENTER INTO THIS AGREEMENT OR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, (IV) THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE SELLER AND (V) THIS AGREEMENT IS THE LEGAL, VALID AND BINDING
OBLIGATION OF THE SELLER, ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS
TERMS (EXCEPT TO THE EXTENT THAT ENFORCEMENT IS AFFECTED BY LAWS PERTAINING TO
BANKRUPTCY, REORGANIZATION, INSOLVENCY AND CREDITORS' RIGHTS AND BY THE
AVAILABILITY OF INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND OTHER EQUITABLE
REMEDIES); AND
(J)
NEITHER THE EXECUTION, DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY (I) REQUIRES ANY FILING OR REGISTRATION
WITH, NOTIFICATION TO, PERMISSION OF OR ANY ACTION OR ORDER BY ANY GOVERNMENTAL
OR REGULATORY AUTHORITY WITH RESPECT TO THE SELLER EXCEPT ANY SUCH FILING,
REGISTRATION, NOTIFICATION OR PERMISSION THAT HAS BEEN OR WILL BE OBTAINED AT
THE TIME OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) (A)
VIOLATES OR WILL VIOLATE ANY ORDER, WRIT, INJUNCTION, JUDGMENT, DECREES OR AWARD
OR (B) TO THE KNOWLEDGE OF THE SELLER, VIOLATES OR WILL VIOLATE OR CONFLICT WITH
ANY LAW, IN EITHER CASE, OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY TO WHICH
THE SELLER OR ANY OF ITS PROPERTIES OR ITS BUSINESSES ARE SUBJECT AS OF THE DATE
HEREOF, (III) VIOLATES OR WILL VIOLATE, OR CONFLICTS WITH OR WILL CONFLICT WITH
ANY PROVISION OF, OR CONSTITUTES A DEFAULT UNDER, THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF THE SELLER OR (IV)(A) CONFLICTS WITH, VIOLATES,
BREACHES OR CONSTITUTES A MATERIAL DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A MATERIAL DEFAULT) UNDER, REQUIRES ANY
CONSENT UNDER, OR GIVES RISE TO A RIGHT TO TERMINATE, AMEND, ACCELERATE,
SUSPEND, REVOKE OR CANCEL ANY MORTGAGE, CONTRACT, AGREEMENT, DEED OF TRUST,
LICENSE, LEASE OR OTHER INSTRUMENT, ARRANGEMENT, COMMITMENT, OBLIGATION,
UNDERSTANDING OR RESTRICTION OF ANY KIND TO WHICH THE SELLER IS A PARTY OR BY
WHICH ITS PROPERTIES MAY BE BOUND OR (B) WILL CAUSE, OR GIVE ANY PERSON GROUNDS
TO CAUSE, AN ACCELERATION (WITH NOTICE OR LAPSE OF TIME OR BOTH) OF THE MATURITY
OF, OR WILL INCREASE, ANY LIABILITY OR OBLIGATION OF SUCH PARTY AND IN THE CASE
OF EITHER CLAUSE (IV)(A) OR (IV)(B) ABOVE, WHICH CONFLICT, VIOLATION, BREACH,
DEFAULT, LIABILITY OR OBLIGATION, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE SELLER PARTY TO PERFORM ITS
OBLIGATIONS HEREUNDER.
5
B.
RESTRICTION ON TRANSFER.
UNTIL AFTER EXPIRATION OF THE BUYER
ELECTION PERIOD (DETERMINED WITHOUT REGARD TO ANY EXTENSION THEREOF), SELLER
SHALL NOT MAKE ANY SALE OR EXCHANGE (WITHIN THE MEANING OF SECTION 708(B)(1)(B)
OF THE CODE) OF THE SELLER INTEREST OR ANY INTEREST THEREIN.
C.
CONSENTS.
THE SELLER AGREES THAT TO THE EXTENT THAT THE CONSENTS
OF ANY THIRD PARTIES ARE REQUIRED PRIOR TO THE TRANSFER BY THE SELLER OF THE
SELLER INTEREST, THE SELLER WILL OBTAIN SUCH CONSENT ON OR PRIOR TO THE PURCHASE
DATE; PROVIDED, THE SOLE CONSEQUENCES UNDER THIS AGREEMENT OF THE FAILURE