THE
DEBTOR AGREES TO UNDERTAKE TO OBTAIN FOR THE BENEFIT OF BUYER AND COOPERATE WITH
BUYER TO EFFECTUATE THE TRANSFER, ASSIGNMENT, CONVEYANCE, GRANTING, CONVEYING OR
CONFIRMATION OF SUCH THIRD PARTY CONSENTS AFTER THE CLOSING DATE AS PROVIDED FOR
IN SECTION 6 HEREOF.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
TRANSACTIONS CONTEMPLATED HEREBY COMPLY WITH ALL APPLICABLE LAWS AND DO NOT
CONSTITUTE A FRAUDULENT CONVEYANCE UNDER ANY STATE OR FEDERAL LAWS REGARDING
CREDITORS' RIGHTS.
THIRD PARTY CONSENTS INCLUDE, WITHOUT LIMITATION, ANY
REQUIRED NOTIFICATION TO, OR ANY REQUIRED WRITTEN CONSENT OR ACKNOWLEDGEMENT
FROM, EACH OBLIGOR OR AGENT UNDER THE LOAN DOCUMENTS CONSTITUTING PART OF THE
PURCHASED ASSETS.
XXVI.
COMPLIANCE WITH APPLICABLE LAWS.
THE DEBTOR HAS
BEEN AND WILL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS TO THE EXTENT THAT
FAILURE TO DO SO WOULD ADVERSELY AFFECT THE
PURCHASED ASSETS OR THE
ENFORCEABILITY OF THIS AGREEMENT OR ANY RELATED AGREEMENT, WOULD ADVERSELY
EFFECT THE ABILITY OF THE DEBTOR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR THE RELATED AGREEMENTS, OR WOULD GIVE ANY PERSON ANY CLAIM
AGAINST THE BUYER, OR THE PURCHASED ASSETS.
XXVII.
NO UNDISCLOSED LIABILITIES.
EXCEPT AS SET FORTH IN
SCHEDULE 9.3(I), THE PURCHASED ASSETS ARE NOT SUBJECT TO ANY LIABILITY OF WHICH
THE DEBTOR HAS KNOWLEDGE, WHETHER ABSOLUTE, CONTINGENT, ACCRUED, UNACCRUED OR
OTHERWISE, OF A KIND REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE
SET FORTH ON A FINANCIAL STATEMENT OR DESCRIBED IN THE NOTES THERETO AND NOT
OTHERWISE DISCLOSED HEREIN.
XXVIII.
LIENS, CLAIMS
(A)
THE LIENS SET FORTH IN THE LOAN
DOCUMENTS ARE VALID, EXISTING, PERFECTED PRIORITY LIENS; (B) EXCEPT FOR LAURUS
AND COAST, THERE ARE NO VALID OR EXISTING SECONDARY OBLIGATIONS OWED BY DEBTOR
WHICH ARE SECURED BY LIENS IN THE PURCHASED ASSETS; (C) THERE ARE NO CLAIMS,
COUNTERCLAIMS, DEFENSES OR OFFSETS EXISTING WITH RESPECT TO THE PAYMENT OF ANY
OF THE LOANS, THE RELATED COLLATERAL OR ANY OF THE PURCHASED ASSETS; AND (D)
THE TERMS OF AND LIENS GRANTED BY THE OBLIGORS RELATING TO THE PURCHASED ASSETS
COMPLY WITH ALL APPLICABLE LAWS.
XXIX.
ESTOPPEL
CERTIFICATES.
THE PRINCIPAL BALANCE DUE ON ACCOUNT
OF EACH OF THE LOANS, AS SET FORTH IN THE ESTOPPEL CERTIFICATES, IS TRUE AND
CORRECT AS OF THE DATE SET FORTH IN THE ESTOPPEL CERTIFICATE.
SECTION 10.
TERMS OF TRANSFER
EXCEPT AS OTHERWISE SPECIFICALLY STATED IN SECTION 9.2, SECURED PARTY EXPRESSLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY, VERBAL OR WRITTEN, PAST, PRESENT OR
FUTURE, WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OR REPRESENTATION RELATING TO (A) THE PERFECTION, PRIORITY OR EXTENT OF
ANY LIEN OR SECURITY INTEREST, OR THE CONDITION OF ANY COLLATERAL SECURING ANY
LOAN, (B) THE VALIDITY, EXISTENCE OR EXTENT OF ANY SECONDARY OBLIGATION SECURING
ANY LOAN, (C) CLAIM, COUNTERCLAIM, DEFENSE OR OFFSET, IF ANY, RELATING TO THE
PURCHASED ASSETS, (D) THE FINANCIAL CONDITION, CREDIT WORTHINESS OR FUTURE
PERFORMANCE OF ANY OBLIGOR, OR (E) THE COMPLIANCE OF THE PURCHASED ASSETS OR ANY
OF THE LOAN FILES WITH ANY APPLICABLE LAWS; THE SALE AND TRANSFER OF THE
PURCHASED