OR APPROVAL OF,
ANY GOVERNMENTAL ENTITY IS REQUIRED ON THE PART OF PURCHASER FOR THE EXECUTION,
DELIVERY AND PERFORMANCE BY PURCHASER OF THIS AGREEMENT AND EACH OTHER DOCUMENT
TO BE EXECUTED OR DELIVERED BY PURCHASER AT CLOSING OR THE CONSUMMATION BY
PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
NEITHER THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY PURCHASER NOR THE
CONSUMMATION BY PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
EACH OTHER DOCUMENT TO BE EXECUTED OR DELIVERED BY PURCHASER AT CLOSING WILL (I)
CONFLICT WITH OR RESULT IN ANY BREACH, VIOLATION OR INFRINGEMENT OF ANY
PROVISION OF THE RESPECTIVE ARTICLES OF INCORPORATION OR BY-LAWS (OR SIMILAR
GOVERNING DOCUMENTS) OF PURCHASER, (II) RESULT IN A BREACH, VIOLATION OR
INFRINGEMENT OF, OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR
BOTH) A DEFAULT (OR GIVE RISE TO THE CREATION OF ANY LIEN, EXCEPT FOR PERMITTED
LIENS, OR ANY RIGHT OF TERMINATION, AMENDMENT, CANCELLATION OR ACCELERATION)
UNDER, ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY MATERIAL CONTRACT,
AGREEMENT OR DOCUMENT TO WHICH PURCHASER IS SUBJECT OR (III) VIOLATE OR INFRINGE
ANY LAW APPLICABLE TO PURCHASER.
(C)
VALIDITY OF AGREEMENT.
THIS AGREEMENT AND EACH OTHER
DOCUMENT TO BE EXECUTED OR DELIVERED BY PURCHASER AT CLOSING HAS BEEN DULY AND
VALIDLY EXECUTED AND DELIVERED BY PURCHASER AND, ASSUMING DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY SELLER, CONSTITUTES THE VALID, LEGAL AND BINDING
OBLIGATIONS OF PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE WITH THE
TERMS HEREOF, SUBJECT TO (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, AND (II) GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER SUCH
ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
(D)
LEGAL ACTION AGAINST PURCHASER.
THERE ARE NO JUDGMENTS,
ORDERS OR DECREES OF ANY KIND AGAINST PURCHASER UNPAID OR UNSATISFIED OF RECORD
OR ANY LEGAL ACTION, SUIT, INVESTIGATION, COMPLAINT OR OTHER LEGAL OR
ADMINISTRATIVE PROCEEDING PENDING, THREATENED OR
-8-
reasonably anticipated which could be filed before any court or administrative
agency which has, or is likely to have, any material adverse effect on
the
ability of Purchaser to perform its obligations under this Agreement.
(E)
BANKRUPTCY OR DEBT OF PURCHASER; FINANCIAL CONDITION.
PURCHASER HAS NOT FILED ANY PETITION SEEKING OR ACQUIESCING IN ANY
REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION
OR SIMILAR RELIEF UNDER ANY LAW RELATING TO BANKRUPTCY OR INSOLVENCY, NOR HAS
ANY SUCH PETITION BEEN FILED AGAINST PURCHASER.
NO GENERAL ASSIGNMENT OF
PURCHASER'S PROPERTY HAS BEEN MADE FOR THE BENEFIT OF CREDITORS, AND NO
RECEIVER, MASTER, LIQUIDATOR OR TRUSTEE HAS BEEN APPOINTED FOR PURCHASER OR ANY
OF ITS PROPERTY.
PURCHASER IS NOT INSOLVENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT RENDER PURCHASER
INSOLVENT.
PURCHASER HAS SUFFICIENT CAPITAL OR NET WORTH TO MEET ITS CURRENT
OBLIGATIONS, INCLUDING PAYMENT OF THE TOTAL AMOUNT PAYABLE AND ALL OTHER AMOUNTS
PAYABLE UNDER THIS AGREEMENT.
(F)
DECISION TO PURCHASE.
PURCHASER IS A SOPHISTICATED INVESTOR
AND ITS BID AND DECISION TO PURCHASE THE LOANS