AND TO ACQUIRE THE COLLATERAL
DOCUMENTS AND COLLATERAL PROPERTY IS BASED UPON ITS OWN INDEPENDENT EVALUATION
OF THE LOAN FILES, THE LOAN DOCUMENTS AND OTHER MATERIALS DEEMED RELEVANT BY
PURCHASER AND ITS AGENTS ALL OF WHICH PURCHASER HAS HAD A FULL OPPORTUNITY TO
REVIEW.
PURCHASER HAS MADE SUCH INDEPENDENT INVESTIGATIONS AS PURCHASER DEEMS
TO BE WARRANTED AS TO THE VALIDITY, ENFORCEABILITY AND COLLECTIBILITY OF THE
LOANS, THE PERFECTION AND PRIORITY OF ANY SECURITY INTEREST, THE VALUE OF ANY
COLLATERAL (INCLUDING ANY MORTGAGED PROPERTY) AND THE NATURE AND VALUE OF THE
LOANS, AND ALL OTHER FACTS IT DEEMS MATERIAL TO THEIR PURCHASE AND IS ENTERING
INTO THIS AGREEMENT SOLELY UPON THE BASIS OF THAT INVESTIGATION AND PURCHASER'S
OWN JUDGMENT.
PURCHASER HAS NOT RELIED IN ENTERING INTO THIS AGREEMENT UPON ANY
ORAL OR WRITTEN INFORMATION FROM SELLER, OR ANY OF SELLER'S EMPLOYEES,
AFFILIATES, AGENTS, CONSULTANTS, ADVISORS OR REPRESENTATIVES, OTHER THAN THE
REPRESENTATIONS AND WARRANTIES OF SELLER SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
PURCHASER FURTHER ACKNOWLEDGES THAT NO EMPLOYEE, AGENT, CONSULTANT,
ADVISOR OR REPRESENTATIVE OF SELLER (INCLUDING KEEFE, BRUYETTE & WOODS, INC.)
HAS BEEN AUTHORIZED TO MAKE, AND THAT PURCHASER HAS NOT RELIED UPON, ANY
STATEMENT OR REPRESENTATIONS OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1 AND
4.2 HEREOF, PURCHASER IS PURCHASING THE LOANS "AS IS" AND "WHERE IS" ON THE
CLOSING DATE WITH ALL FAULTS AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1
AND 4.2 HEREOF, SELLER IS MAKING NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WRITTEN OR ORAL, AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING ANY BORROWER, ANY OF
THE LOANS OR ANY COLLATERAL (INCLUDING ANY MORTGAGED PROPERTY), INCLUDING ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE BUSINESS, FINANCIAL CONDITION
OR PROSPECTS OF ANY BORROWER, ANY THIRD PARTY (INCLUDING ANY GUARANTOR) OR ANY
TENANTS, (B) THE PHYSICAL CONDITION OF ANY BUILDING, IMPROVEMENT, MACHINERY,
EQUIPMENT OR PERSONAL PROPERTY COMPRISING ALL OR A PART OF ANY COLLATERAL
(INCLUDING ANY MORTGAGED PROPERTY), (C) THE LEASES, RENTS, INCOME OR EXPENSES OF
ANY MORTGAGED PROPERTY, (D) THE ENFORCEABILITY, VALIDITY, TRANSFERABILITY,
CURRENCY OR LEGALITY OF ANY GUARANTEE OR INSURANCE POLICY WHICH IS TRANSFERRED
OR CONVEYED TO PURCHASER PURSUANT TO THIS AGREEMENT, WHETHER AS COLLATERAL
PROPERTY OR OTHERWISE, AND (E) THE COMPLIANCE OF ANY BORROWER OR COLLATERAL
(INCLUDING ANY MORTGAGED PROPERTY) WITH ANY ENVIRONMENTAL LAW (INCLUDING BUT NOT
LIMITED TO THOSE PERTAINING TO THE USE, HANDLING, GENERATING, TREATING, STORING
OR DISPOSING OF ANY HAZARDOUS MATERIALS AND/OR PETROLEUM PRODUCT STORAGE TANKS,
ASBESTOS AND/OR
-9-
LEAD PAINT AND LEAD PAINT CONTAINING MATERIALS), (F) THE CONDITION, VALUE OR
COLLECTIBILITY OF ANY PERSONAL PROPERTY, WHETHER TANGIBLE OR INTANGIBLE SECURING
ANY LOAN, AND (G) CONDITION, MERCHANTABILITY OR SUITABILITY.
(G)
RESALE.
WITHOUT CHARACTERIZING THE LOANS AS A "SECURITY"
WITHIN THE MEANING OF APPLICABLE SECURITIES LAW, THE PURCHASE BY PURCHASER OF
SELLER'S RIGHT, TITLE AND INTEREST IN THE LOANS WILL BE