LENDER TO FILE ONE OR MORE
FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO ALL OR
ANY PART OF THE PROPERTY WITHOUT THE SIGNATURE OF BUYER WHERE PERMITTED BY LAW,
AND OTHERWISE AGREES TO EXECUTE SAME AT LENDER'S REQUEST; AAA) THE EXECUTION,
DELIVERY, AND PERFORMANCE BY BUYER OF THIS AGREEMENT DOES NOT CONTRAVENE ANY LAW
OR CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING BUYER; BBB) NO CONSENT,
AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY PERSON OR ENTITIES IS
REQUIRED FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE BY BUYER OF THIS
AGREEMENT; CCC) UPON THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREIN AND THE
CONTRACT OF SALE, BUYER SHALL HAVE GOOD AND INDEFEASIBLE TITLE TO THE PROPERTY,
SUBJECT ONLY TO THE EXCEPTIONS TO TITLE REFERRED TO IN THE TITLE POLICY; DDD) NO
AMOUNTS ARE DUE OR CLAIMED TO BE DUE BY ANY PERSON OR ENTITY FOR LABOR PERFORMED
OR MATERIALS FURNISHED TO ANY PORTION OR ALL OF THE PROPERTY: EEE) TO THE BEST
OF BUYER'S KNOWLEDGE AFTER DILIGENT INQUIRY AND INVESTIGATION, BUYER IS NOT IN
DEFAULT ON ANY OBLIGATIONS TO ANY LIENHOLDERS WITH ANY INTEREST OR LIEN IN OR TO
ANY PORTION OR ALL OF THE PROPERTY; FFF) BUYER COVENANTS AND AGREES THAT IT
SHALL NOT DEFAULT IN ANY WAY ON ANY OBLIGATIONS OWING TO ANY LIENHOLDERS
(INCLUDING TAXING AUTHORITIES) WITH ANY INTEREST OR LIEN IN OR TO ANY PORTION OR
ALL OF THE PROPERTY; GGG) TO THE BEST OF BUYER'S KNOWLEDGE AFTER DILIGENT
INQUIRY AND INVESTIGATION, BUYER AND THE PROPERTY ARE IN COMPLIANCE WITH ALL
APPLICABLE ZONING ORDINANCES, GOVERNMENT REGULATIONS AND RESTRICTIVE COVENANTS
AFFECTING THE PROPERTY; HHH) THE ORGANIZATIONAL DOCUMENTS GOVERNING BUYER ARE IN
FULL FORCE AND EFFECT AND HAVE NOT BEEN AMENDED NOR CHANGED EXCEPT AS DISCLOSED
IN WRITING TO LENDER, OR NO PROCEEDING IS PENDING, PLANNED OR THREATENED FOR THE
DISSOLUTION OR ANNULMENT OF BUYER; III) BUYER IS DULY ORGANIZED AND VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE; JJJ) ALL
LICENSES, FILING FEES, INCOME AND OTHER TAXES DUE
6
AND PAYABLE BY BUYER HAVE BEEN PAID IN FULL AND BUYER HAS ALL REQUISITE POWER
AND GOVERNMENTAL CERTIFICATES OF AUTHORITY, LICENSES, PERMITS, QUALIFICATIONS
AND DOCUMENTATION TO OWN, LEASE AND OPERATE THE PROPERTY AND TO CARRY ON ITS
BUSINESS AS NOW BEING, AND AS PROPOSED TO BE, CONDUCTED IN THE STATE OF
MICHIGAN; KKK) THERE IS NO BANKRUPTCY OR RECEIVERSHIP PROCEEDING PENDING OR
THREATENED AGAINST BUYER; LLL) BUYER HAS NO INTENTION AS OF THE DATE OF THIS
AGREEMENT TO DO ANY OF THE FOLLOWING WITHIN AT LEAST 180 DAYS AFTER SAID DATE:
I) SEEK ENTRY OF ANY ORDER FOR RELIEF AS A DEBTOR AND A PROCEEDING UNDER THE
CODE (DEFINED BELOW), II) SEEK CONSENT TO OR NOT CONTEST THE APPOINTMENT OF A
RECEIVER OR TRUSTEE FOR ITSELF OR FOR ALL OR ANY PART OF ITS PROPERTY, III) FILE
A PETITION SEEKING RELIEF UNDER ANY BANKRUPTCY, ARRANGEMENT, REORGANIZATION OR