AS THE "LOANS" AND EACH INDIVIDUALLY, A "LOAN"). EACH
LOAN IS AN SBA 7(A) LOAN ORIGINATED AND SERVICED BY SELLERS IN ACCORDANCE WITH
SBA RULES AND REGULATIONS AND FOR WHICH AN SBA GUARANTEE IS IN EFFECT IN THE
PERCENTAGE AND DOLLAR AMOUNT SET FORTH ON THE LOAN SCHEDULE. THE SBA GUARANTEE
ON EACH LOAN IS VALID AND ENFORCEABLE AGAINST SBA AND, IF PRESENTED UPON A
DEFAULT IN THE UNDERLYING LOAN, WILL BE HONORED BY SBA WITHOUT DENIAL OR REPAIR
(OTHER THAN ANY DENIAL OR REPAIR ARISING AFTER THE CLOSING DATE AS A RESULT OF
ACTIONS OR OMISSIONS BY THE PURCHASER). EXCEPT AS SET FORTH ON SCHEDULE 2.8, NO
SELLER HAS ACTUAL KNOWLEDGE THAT ANY EVENT OF DEFAULT (OR ANY CONDITION,
OCCURRENCE OR EVENT THAT, AFTER NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE AN EVENT OF DEFAULT) HAS OCCURRED AND IS CONTINUING. "EVENT OF
DEFAULT" SHALL MEAN THE EVENTS AND CIRCUMSTANCES CONSTITUTING AN EVENT OF
DEFAULT UNDER THE LOAN DOCUMENTS. SELLERS HAVE IN THEIR POSSESSION (THROUGH THE
SUBSERVICER OR OTHERWISE) THE ORIGINALS OF ALL DOCUMENTS OR INSTRUMENTS
CONSTITUTING THE LOAN DOCUMENTS, AND THE LOAN DOCUMENTS ARE THE ONLY AGREEMENTS
CONTAINING THE COMPLETE TERMS OF THE AGREEMENT BETWEEN THE LOAN OBLIGORS AND
SELLERS REGARDING THE LOANS AND THE COLLATERAL.
ASSET PURCHASE AGREEMENT - PAGE 5
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
To induce Sellers to enter into this Agreement, Purchaser represents and
warrants to Sellers as follows on the date hereof and on the Closing Date:
SECTION 3.1
ORGANIZATION AND QUALIFICATION OF PURCHASER. PURCHASER
IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF TEXAS. PURCHASER IS DULY LICENSED OR QUALIFIED TO DO
BUSINESS AND IN GOOD STANDING IN EACH JURISDICTION IN WHICH THE OWNERSHIP OR USE
OF ITS ASSETS OR CONDUCT OF ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED OR
LICENSED AND IN GOOD STANDING EXCEPT WHERE ANY SUCH FAILURE TO BE SO QUALIFIED
OR LICENSED AND IN GOOD STANDING WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.2
AUTHORITY OF PURCHASER. PURCHASER HAS THE REQUISITE
CORPORATE RIGHT, POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE CLOSING AGREEMENTS TO WHICH IT IS A
PARTY. THE EXECUTION AND DELIVERY BY PURCHASER OF, AND THE PERFORMANCE BY
PURCHASER OF ITS OBLIGATIONS UNDER, THIS AGREEMENT, THE CLOSING AGREEMENTS TO
WHICH IT IS A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF PURCHASER,
ITS BOARD, MANAGERS OR MEMBERS, AS APPLICABLE.
SECTION 3.3
NO CONSENTS AND APPROVALS. EXCEPT AS SET FORTH ON
SCHEDULE 3.3, THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PURCHASER DOES
NOT, AND (ASSUMING SATISFACTION OF THE CONDITIONS SET FORTH IN ARTICLE 5) THE
PERFORMANCE OF THIS AGREEMENT BY PURCHASER AND THE CONSUMMATION BY PURCHASER OF
THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT:
(I) VIOLATE ANY PROVISION OF THE
ORGANIZATION DOCUMENTS OF PURCHASER; (II) CONFLICT WITH