TO SELLER OR REQUIRE SELLER TO EXECUTE THE SAME ON BEHALF OF PURCHASER
PURSUANT TO THE LIMITED POWER OF ATTORNEY CONTAINED IN THE SECURITY AGREEMENT.
(C)
SELLER WILL HAVE THE SOLE RESPONSIBILITY TO OBTAIN ANY OF THE LOAN
DOCUMENTS IN THE POSSESSION OF ANY ATTORNEYS, COLLECTION AGENCIES OR FORECLOSING
TRUSTEES.
ASSET PURCHASE AGREEMENT - PAGE 12
(D)
SELLER ACKNOWLEDGES THAT PURCHASER MIGHT NOT HAVE ACCESS TO
INFORMATION FROM PRIOR HOLDERS OR SERVICERS OF A LOAN (OTHER THAN SERVICERS) AND
THAT PURCHASER HAS NOT REQUESTED AND WILL HAVE NO OBLIGATION TO REQUEST ANY
INFORMATION NOT IN THE POSSESSION OF EITHER PURCHASER OR ANY SERVICER FROM ANY
PRIOR HOLDER OR SERVICER OF A LOAN (OTHER THAN ANY SERVICER). SELLER AGREES THAT
PURCHASER WILL NOT BE REQUIRED PURSUANT TO THE TERMS OF THIS AGREEMENT (OR
OTHERWISE) TO REQUEST ANY INFORMATION NOT IN THE POSSESSION OF EITHER PURCHASER
OR ANY SERVICER FROM ANY PRIOR HOLDER OR SERVICER OF A LOAN (OTHER THAN ANY
SERVICER).
SECTION 4.19
USE OF COLLATERAL PROCEEDS. PURCHASER SHALL NOT USE ANY
OF THE COLLATERAL OR THE PROCEEDS THEREOF IN VIOLATION OF THIS AGREEMENT OR ANY
CLOSING AGREEMENT. NOTWITHSTANDING THE FOREGOING, PURCHASER SHALL NOT BE
RESPONSIBLE FOR NOR SHALL PURCHASER HAVE ANY LIABILITY FOR ANY USE OF THE
COLLATERAL OR THE PROCEEDS THEREOF BY BLX IN VIOLATION OF THIS AGREEMENT OR THE
CLOSING AGREEMENTS UNLESS SUCH USE IS AT THE DIRECTION OF THE PURCHASER.
SECTION 4.20
SURVIVAL OF COVENANTS. THE COVENANTS OF PURCHASER AND
SELLER UNDER THIS AGREEMENT SHALL SURVIVE THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
Section 4.21
FirstCity BLC Financial Obligations. FirstCity shall
cause FirstCity BLC to meet its financial obligations under Sections 4.1, 4.14
and 4.15 of this Agreement.
ARTICLE 5
CONDITIONS TO CLOSING
SECTION 5.1
CONDITIONS TO THE OBLIGATIONS OF PURCHASER AND SELLERS
TO CLOSE. THE OBLIGATIONS OF THE PARTIES HERETO TO EFFECT THE CLOSING ARE
SUBJECT TO THE SATISFACTION (OR WAIVER BY ALL PARTIES) PRIOR TO THE CLOSING OF
THE FOLLOWING CONDITIONS:
(A)
NO INJUNCTIONS. NO COURT OR GOVERNMENTAL AUTHORITY OF COMPETENT
JURISDICTION, SHALL HAVE ENACTED, ISSUED, PROMULGATED, ENFORCED OR ENTERED ANY
LAW, RULE, REGULATION, NON-APPEALABLE JUDGMENT, DECREE, INJUNCTION OR OTHER
ORDER THAT IS IN EFFECT ON THE CLOSING DATE AND ENJOINS, RESTRAINS OR PROHIBITS
THIS AGREEMENT OR THE CONSUMMATION OF ANY OF THE MATERIAL TRANSACTIONS
CONTEMPLATED HEREBY.
(B)
NO PENDING OR THREATENED ACTIONS. THERE SHALL NOT BE PENDING OR
THREATENED ANY ACTION INITIATED BY A PERSON OTHER THAN PARTIES OR THEIR
RESPECTIVE AFFILIATES SEEKING TO ENJOIN OR RESTRAIN CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR SEEKING DAMAGES IN CONNECTION
WITH SUCH TRANSACTIONS.
(C)
CONSENTS. EACH OF THE REQUIRED CONSENTS SHALL HAVE BEEN RECEIVED
BY SELLERS AND EACH OF THE CONSENTS AND APPROVALS SET FORTH ON SCHEDULE 3.3
SHALL HAVE BEEN RECEIVED BY PURCHASER, AS APPLICABLE, AND EACH SHALL BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASER AND SELLERS.
(D)
SENIOR FINANCING. FIRSTCITY SHALL HAVE ARRANGED FOR PURCHASER TO
HAVE AVAILABLE A WAREHOUSE FINANCING FACILITY, APPROVED BY THE SBA, FROM